DREYFUS TREASURY CASH MANAGEMENT, 497, 1996-11-25

DREYFUS TREASURY CASH MANAGEMENT
497, 1996-11-25

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COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
[INSTITUTIONAL SHARES]
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DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT AND DREYFUS TREASURY CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE AND NEW YORK
CITY INCOME TAXES.

THE FUNDS ARE DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY
BANKS, ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY, CUSTODIAL
OR SIMILAR CAPACITY. FUND SHARES MAY NOT BE PURCHASED DIRECTLY BY
INDIVIDUALS, ALTHOUGH INSTITUTIONS MAY PURCHASE SHARES FOR ACCOUNTS
MAINTAINED BY INDIVIDUALS. SUCH INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES
OF THIS PROSPECTUS TO EACH INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE
INSTITUTION PURCHASES FUND SHARES, TO THE EXTENT REQUIRED BY LAW.

BY THIS PROSPECTUS, EACH FUND IS OFFERING INSTITUTIONAL SHARES.
INVESTORS CAN INVEST, REINVEST OR REDEEM INSTITUTIONAL SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.

THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.

EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF THE OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER TWO INVESTMENT CHOICES IN ONE
DOCUMENT.

THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.

A STATEMENT OF ADDITIONAL INFORMATION, DATED NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN
AREAS IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-554-4611. WHEN TELEPHONING, ASK
FOR OPERATOR 144.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
Page

Annual Fund Operating Expenses.................................. 3
Condensed Financial Information................................. 4
Yield Information............................................... 5
Description of the Funds........................................ 5
Management of the Funds......................................... 8
How to Buy Shares............................................... 8
Shareholder Services............................................ 10
How to Redeem Shares............................................ 10
Shareholder Services Plan....................................... 11
Dividends, Distributions and Taxes.............................. 11
General Information............................................. 13
Appendix........................................................ 14

Page 2
<TABLE>
<CAPTION>

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

<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees................................................................. None
Total Fund Operating Expenses.............................................. .20%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
INSTITUTIONAL
SHARES
1 YEAR....................................... $ 2
3 YEARS...................................... $ 6
5 YEARS ..................................... $11
10 YEARS..................................... $26
</TABLE>
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
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The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Institutional
Shares, the payment of which will reduce investors' annual return. As to each
Fund's Institutional Shares, unless The Dreyfus Corporation gives Fund
investors at least 90 days' notice to the contrary, The Dreyfus Corporation,
and not the Fund, will be liable for all Fund expenses (exclusive of taxes,
brokerage, interest on borrowing and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses) other than
the management fee payable by the Fund monthly at the annual rate of .20 of
1% of the value of the Fund's average daily net assets. Institutions and
certain Service Agents (as defined below) effecting transactions in
Institutional Shares for the accounts of their clients may charge their
clients direct fees in connection with such transactions; such fees are not
reflected in the foregoing table. See "Management of the Funds," "How to Buy
Shares" and "Shareholder Services Plan."

Page 3

CONDENSED FINANCIAL INFORMATION

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

FINANCIAL HIGHLIGHTS

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

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

Page 4

DREYFUS TREASURY CASH MANAGEMENT
--------------------------------------------------------------------------------------------------------
Year Ended July 31,
--------------------------------------------------------------------------------------------------------
1987(1) 1988 1989 1990 1991 1992 1993 1994 1995 1996
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
PER SHARE DATA:
Net asset value,
beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
Investment Operations:
Investment income--net .. .053 .066 .085 .082 .069 .045 .031 .032 .052 .054
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
Distributions:
Dividends from investment
income-net (.053) (.066) (.085) (.082) (.069) (.045) (.031) (.032) (.052) (.054)
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
Net asset value,
end of year. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= ======= ======= ======= ======= ======= ======
TOTAL INVESTMENT RETURN.. 6.00%(2) 6.81% 8.88% 8.56% 7.10% 4.62% 3.14% 3.27% 5.34% 5.51%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets .20%(2) .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net
investment income
to average net assets... 5.93%(2) 6.62% 8.53% 8.19% 6.75% 4.45% 3.12% 3.18% 5.22% 5.35%
Decrease reflected in
above expense ratios
due to undertaking by
The Dreyfus Corporation..... .10% .06% .05% .07% .06% .05% .04% .01% -- --
Net Assets, end of year
(000's omitted)..........$483,360 $722,268 $777,371 $1,558,493 $2,643,267 $4,103,056.$2,406,604 $1,982,582 $1,951,105 $2,419,830
(1)From September 4, 1986 (commencement of operations) to July 31, 1987.
(2)Annualized.
</TABLE>

YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Institutional Shares. Both yield figures are based on historical
earnings and are not intended to indicate future performance. It can be
expected that these yields will fluctuate substantially. The yield for
Institutional Shares of the Fund refers to the income generated by an
investment in Institutional Shares of the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then annualized.
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The effective yield is calculated similarly,
but, when annualized, the income earned by an investment in Institutional
Shares of the Fund is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this
assumed reinvestment. A Fund's yield and effective yield for Institutional
Shares may reflect absorbed expenses pursuant to any undertaking that may be
in effect. See "Management of the Funds."
Yield information is useful in reviewing the performance of a Fund's
Institutional Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.

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

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

DESCRIPTION OF THE FUNDS
GENERAL

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

INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described
Page 5
below. Securities in which a Fund invests may not earn as high a level of
current income as long-term or lower quality securities which generally have
less liquidity, greater market risk and more fluctuation in market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.

In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and, in the case of Dreyfus New York Municipal Cash Management, which are
rated in one of the two highest rating categories for debt obligations by at
least two nationally recognized statistical rating organizations (or one
rating organization if the instrument was rated by only one such
organization) or, if unrated, are of comparable quality as determined in
accordance with procedures established by the Board. The nationally
recognized statistical rating organizations currently rating instruments of
the type Dreyfus New York Municipal Cash Management may purchase are Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"),
Duff & Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"),
IBCA Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating
criteria are described in "Appendix B" to the Statement of Additional
Information. For further information regarding the amortized cost method of
valuing securities, see "Determination of Net Asset Value" in the Statement
of Additional Information. There can be no assurance that a Fund will be able
to maintain a stable net asset value of $1.00 per share.

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT-- To accomplish its investment
objective, the Fund invests primarily in debt securities of the State of New
York, its political subdivisions, authorities and corporations, the interest
from which is, in the opinion of bond counsel to the issuer, exempt from
Federal, New York State, and New York City income taxes (collectively, "New
York Municipal Obligations"). To the extent acceptable New York Municipal
Obligations are at any time unavailable for investment by the Fund, the Fund
will invest, for temporary defensive purposes, primarily in other debt
securities the interest from which is, in the opinion of bond counsel to the
issuer, exempt from Federal, but not New York State or New York City, income
tax. Debt securities the interest from which is, in the opinion of bond
counsel to the issuer, exempt from Federal income tax ("Municipal
Obligations") generally include debt obligations issued to obtain funds for
various public purposes as well as certain industrial development bonds
issued by or on behalf of public authorities. Municipal Obligations bear
fixed, floating or variable rates of interest. See "Appendix_Certain
Portfolio Securities."

It is a fundamental policy of the Fund that it will invest at least
80% of the value of its net assets (except when maintaining a temporary
defensive position) in Municipal Obligations. Under normal circumstances, at
least 65% of the value of the Fund's net assets will be invested in New York
Municipal Obligations and the remainder may be invested in securities which
are not New York Municipal Obligations and therefore may be subject to New
York State and New York City income taxes. See "Investment Considerations and
Risks _ Investing in New York Municipal Obligations" below and "Dividends,
Distributions and Taxes." The Fund is classified as a non-diversified
investment company.

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

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

DREYFUS TREASURY CASH MANAGEMENT -- To achieve its investment objective, the
Fund invests in securities issued or guaranteed as to principal and interest
by the U.S. Government and repurchase agreements in respect of these
securities. See "Appendix -- Certain Portfolio Securities." The Fund is
classified as a diversified investment company.

INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund attempts to increase yield by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government
Page 6
securities. The value of the portfolio securities held by each Fund will
vary inversely to changes in prevailing interest rates. Thus, if interest
rates have increased from the time a security was purchased, such security,
if sold, might be sold at a price less than its cost. Similarly, if
interest rates have declined from the time a security was purchased, such
security, if sold, might be sold at a price greater than its purchase cost.
In either instance, if the security was purchased at face value and held to
maturity, no gain or loss would be realized.

INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- The 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 the 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 Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase
the cost of the Municipal Obligations available for purchase by the Funds 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 its 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) -- Since the Fund is concentrated in securities issued by New
York or entities within New York, an investment in the Fund may involve
greater risk than investments in certain other types of money market funds.
Investors should consider carefully the special risks inherent in investing in
New York Municipal Obligations. These risks result from the financial
condition of New York State, certain of its public bodies and municipalities,
and New York City. Beginning in early 1975, New York State, New York City and
other State entities faced serious financial difficulties which jeopardized
the credit standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. The State's financial operations have improved,
however, during recent fiscal years. For its fiscal periods 1993 through
1996, the State recorded balanced budgets on a cash basis, with substantial
fund balances in the General Fund in fiscal 1992-93 and 1993-94 and smaller
fund balances in fiscal 1994-95 and 1995-96. There can be no assurance that
the State will not face substantial potential budget gaps in future years.
Investors should obtain and review a copy of the Statement of Additional
Information which more fully sets forth these and other risk factors.

NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The
classification of the Fund as a "non-diversified" investment company means
that the proportion of the Fund's assets that may be invested in the
securities of a single issuer is not limited by the 1940 Act. A "diversified"
investment company is required by the 1940 Act generally, with respect to 75%
of its total assets, to invest not more than 5% of such assets in the
securities of a single issuer. Since a relatively high percentage of the
Fund's assets may be invested in the obligations of a limited number of
issuers, the Fund's investments may be more sensitive to changes in the
market value of a single issuer. However, to meet Federal tax requirements,
at the close of each quarter the Fund may not have more than 25% of its total
assets invested in any one issuer and, with respect to 50% of total assets,
not more than 5% of its total assets invested in any one issuer. These
limitations do not apply to U.S. Government securities.
Page 7
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
MANAGEMENT OF THE FUNDS

INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of September 30, 1996, The Dreyfus Corporation
managed or administered approximately $81 billion in assets for more than
1.7 million investor accounts nationwide.

As to each Fund's Institutional Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all expenses of
the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the management fee payable by the Fund
monthly at the annual rate of .20 of 1% of the value of the Fund's average
daily net assets. No Fund will reimburse The Dreyfus Corporation for any
amounts it may bear.

In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.

DISTRIBUTOR -- The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.

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

HOW TO BUY SHARES

GENERAL

The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Institutional Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the
Page 8
investor acts in some other capacity. An institution may arrange with the
Transfer Agent for sub-accounting services and will be charged directly for
the cost of such services.
The minimum initial investment to purchase Institutional Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of a Fund, Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus Treasury
Prime Cash Management; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Institutional Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Institutional Shares may be purchased by wire, by telephone or
through compatible computer facilities. 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 computer facilities
are compatible with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Institutional Shares are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- The Fund's net asset value per
share is determined as of 12:00 Noon, New York time, on each day the New York
Stock Exchange is open for business. Net asset value per share of each class
of shares is computed by dividing the value of the Fund's net assets
represented by such class (i.e., the value of its assets less liabilities) by
the total number of shares of such class outstanding. See "Determination of
Net Asset Value" in the Statement of Additional Information.

Except in the case of telephone orders, investors whose payments
are received in or converted into Federal Funds by 12:00 Noon, New York time,
by the Custodian will receive the dividend declared that day. Investors whose
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Custodian will begin to accrue dividends on the
following business day.

A telephone order placed to Dreyfus Institutional Services Division
will become effective at the price determined at 12:00 Noon, New York time,
and the shares purchased will receive the dividend declared on that day, if
such order is placed by 12:00 Noon, New York time, and Federal Funds are
received by the Custodian by 4:00 p.m., New York time, on that day.

Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.

A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if
Page 9
such order is placed by 5:00 p.m., New York time, and Federal Funds are
received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 2:00 p.m.,
California time, and the shares purchased will receive the dividend declared
on that day, if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.

SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Institutional
Shares of a Fund, Institutional Shares of the other Fund or of Dreyfus Cash
Management, Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash
Management, Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal
Cash Management Plus, Dreyfus Tax Exempt Cash Management or Dreyfus Treasury
Prime Cash Management, which have different investment objectives and
management policies that may be of interest to investors. Upon an exchange
into a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
fund into which the exchange is made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Computer
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Before any
exchange into a fund offered by another prospectus, the investor must obtain
and should review a copy of the current prospectus of the fund into which the
exchange is being made. Prospectuses may be obtained by calling one of the
telephone numbers listed under "General Information" in this Prospectus.
Shares will be exchanged at the net asset value next determined after receipt
of an exchange request in proper form. No fees currently are charged
investors directly in connection with exchanges, although the Fund reserves
the right, upon not less than 60 days' written notice, to charge investors a
nominal fee in accordance with rules promulgated by the Securities and
Exchange Commission. Each Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."

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

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

Neither Fund imposes charges when Institutional Shares are redeemed.
Service Agents or other institutions may charge their clients a nominal fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.

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

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- If a request for redemption is
received in proper form by Dreyfus Institutional Services Division by 12:00
Noon, New York time, the proceeds of the redemption, if transfer by
Page 10
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.
If the request is received later that day by Dreyfus Institutional Services
Division, 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.

DREYFUS TREASURY CASH MANAGEMENT -- If a request for redemption is received
in proper form in New York by 5:00 p.m., New York time, or in Los Angeles by
12:00 Noon, California time, the proceeds of the redemption, if transfer by
wire is requested, ordinarily will be transmitted in Federal Funds on the
same day and the shares will not receive the dividend declared on that day.
If the request is received later that day by Dreyfus Institutional Services
Division in New York or Los Angeles, 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.

PROCEDURES
Investors may redeem Institutional Shares by wire or telephone, or
through compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.

During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Institutional Shares. In
such cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Institutional Shares
by wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Institutional Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE COMPUTER FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through compatible
computer facilities. Investors desiring to redeem shares in this manner
should call Dreyfus Institutional Services Division at one of the telephone
numbers listed under "General Information" to determine whether their
computer facilities are compatible and to receive instructions for redeeming
Institutional Shares in this manner.
SHAREHOLDER SERVICES PLAN

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange is open for business. Institutional
Shares begin earning income dividends on the day the purchase order is
effective. The Fund's earnings for Saturdays, Sundays and holidays are
declared as dividends on the prior business day. Dividends usually are paid
on the last calendar day of each month, and are automatically reinvested in
additional Institutional Shares at net asset value or, at the investor's
option, paid in cash. If an investor redeems all Institutional Shares in its
account at any time during the month, all dividends to which the investor is
entitled will be paid along with the proceeds of the redemption. An omnibus
accountholder may indicate in a partial redemption request that a portion of
any accrued dividends to which such account is entitled belongs to an
underlying accountholder who has redeemed all shares in his or her account,
and such portion of the accrued dividends will be paid to the accountholder
along with the proceeds of the redemption. Distributions from net realized
securities gains, if any, generally are declared and paid once a year, but the
Page 11
Fund may make distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner consistent
with the provisions of the 1940 Act. Neither Fund will make distributions
from net realized securities gains unless capital loss carryovers, if any,
have been utilized or have expired. Investors may choose whether to receive
distributions in cash or to reinvest in additional Institutional Shares at
net asset value. All expenses are accrued daily and deducted before
declaration of dividends to investors. Dividends paid by each class of shares
will be calculated at the same time and in the same manner and will be in the
same amount, except that the expenses attributable solely to a class will be
borne exclusively by such class.

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

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

Dividends paid by Dreyfus Treasury Cash Management derived from net
investment income attributable to interest from direct obligations of the
United States currently are not subject to state personal income tax.
Dividends paid by the Fund may be subject to state and local corporate income
and/or franchise taxes. In certain jurisdictions, Fund shareholders may be
subject to state and local taxes with respect to ownership of Fund shares or
distributions from the Fund. The Fund intends to provide shareholders with a
statement which sets forth the percentage of dividends paid by the Fund which
are attributable to interest income from direct obligations of the United
States.

The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such
Page 12
shareholder fails to certify either that the TIN furnished in connection with
opening an account is correct, or that such shareholder has not received notice
from the IRS of being subject to backup withholding as a result of a failure to
properly report taxable dividend or interest income on a Federal income tax
return. Furthermore, the IRS may notify the Fund to institute backup withholding
if the IRS determines a shareholder's TIN is incorrect or if a shareholder has
failed to properly report taxable dividend and interest income on a Federal
income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.

Management believes that each Fund has qualified for its respective
fiscal year as a "regulated investment company" under the Code. Each Fund
intends to continue to so qualify if such qualification is in the best
interests of its shareholders. Such qualification relieves the Fund of any
liability for Federal income tax to the extent its earnings are distributed
in accordance with applicable provisions of the Code. Each Fund is subject to
a nondeductible 4% excise tax, measured with respect to certain undistributed
amounts of taxable investment income and capital gains.

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

Dreyfus New York Municipal Cash Management and Dreyfus Treasury Cash
Management each were organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts pursuant to a separate Agreement
and Declaration of Trust (the "Trust Agreement") dated September 12, 1990,
and June 4, 1986, respectively, and commenced operations November 4, 1991,
and September 4, 1986, respectively. Each Fund is authorized to issue an
unlimited number of shares of beneficial interest, par value $.001 per share.
Each Fund's shares are classified into four classes. Each share has one vote
and shareholders will vote in the aggregate and not by class, except as
otherwise required by law or with respect to any matter which affects only
one class.

Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of a Fund. However, each
Fund's 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 person
ally 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, the shareholder paying such liability
will be entitled to reimbursement from the general assets of such Fund. Each
Fund intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, neither Fund will hold shareholder
meetings; however, shareholders under certain circumstances may have the
right to call a meeting of shareholders for the purpose of voting to remove
Board members.

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

Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650;
outside New York State call toll free 1-800-346-3621. Individuals or entities
for whom institutions may purchase or redeem Institutional Shares should call
toll free 1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that 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 one Fund might become liable for any misstatement in this Prospectus
about the other Fund. Each Fund's Board has considered this factor in
approving the use of this combined Prospectus.
Page 13

APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY -- Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser or 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.
FORWARD COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The Fund
may purchase Municipal Obligations and other securities on a forward
commitment or when-issued basis, which means that delivery and payment take
place a number of days after the date of the commitment to purchase. The
payment obligation and the interest rate receivable on a forward commitment
or when-issued security are fixed when the Fund enters into the commitment,
but the Fund does not make payment until it receives delivery from the
counterparty. The Fund will commit to purchase such securities only with the
intention of actually acquiring the securities, but the Fund may sell these
securities before the settlement date if it is deemed advisable. A segregated
account of the Fund consisting of permissible liquid assets at least equal at
all times to the amount of the commitments will be established and maintained
at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS TREASURY CASH MANAGEMENT) -- The 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.
REPURCHASE AGREEMENTS (DREYFUS TREASURY CASH MANAGEMENT) -- The Fund may enter
into repurchase agreements with certain banks or non-bank dealers. In a
repurchase agreement, the Fund buys, and the seller agrees to repurchase, a
security at a mutually agreed upon time and price (usually within seven
days). The repurchase agreement thereby determines the yield during the
purchaser's holding period, while the seller's obligation to repurchase is
secured by the value of the underlying security. Repurchase agreements could
involve risks in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon the Fund's
ability to dispose of the underlying securities.
MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally
do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.

CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT)
- -- The 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 amounts borrowed. Frequently, such obligations are
secured by letters of credit or other credit support arrangements provided by
banks. Changes in the credit quality of banks and other financial institutions
that provide such credit or liquidity enhancements to the Fund's portfolio
securities could cause losses to the Fund and affect its share price. Because
these obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such instruments generally will be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value plus accrued interest.
Accordingly, where these obligations are not secured by letters of credit or
other credit support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand. Each
obligation purchased by the Fund will meet the quality criteria established
for the purchase of Municipal Obligations.

Page 14

TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- The 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 or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.
STAND-BY COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The 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 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.

TAXABLE INVESTMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To the
extent set forth in this Prospectus, the Fund may invest in Taxable
Investments consisting of: notes of issuers having, at the time of purchase,
a quality rating within the two highest grades of Moody's, S&P or Fitch;
obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management
Policies_Portfolio Securities" in the Statement of Additional Information for
more information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund from Taxable Investments will be
taxable to investors. See "Dividends, Distributions and Taxes." Except for
temporary defensive purposes, at no time will more than 20% of the value of
the Fund's net assets be invested in Taxable Investments. 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, the Fund anticipates
that not more than 5% of the value of its total assets will be invested in
any one category of Taxable Investments.

ILLIQUID SECURITIES -- Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
Page 15

COMBINED
PROSPECTUS
FOR
Dreyfus New York
Municipal
Cash Management

Dreyfus Treasury
Cash Management
[INSTITUTIONAL SHARES]

Registration Mark

Copy Rights 1996 Dreyfus Service Corporation
287/521p112096

- ------------------------------------------------------------------------------
COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
[ADMINISTRATIVE SHARES]
- ------------------------------------------------------------------------------

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

BY THIS PROSPECTUS, EACH FUND IS OFFERING ADMINISTRATIVE SHARES.
ADMINISTRATIVE SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED
IN ACCORDANCE WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
INVESTORS CAN INVEST, REINVEST OR REDEEM ADMINISTRATIVE SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.

THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN
AREAS IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-554-4611. WHEN TELEPHONING, ASK
FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------

TABLE OF CONTENTS
Page

Annual Fund Operating Expenses.................................. 3
Condensed Financial Information................................. 4
Yield Information............................................... 5
Description of the Funds........................................ 5
Management of the Funds......................................... 8
How to Buy Shares............................................... 8
Shareholder Services............................................ 10
How to Redeem Shares............................................ 10
Service Plan.................................................... 11
Dividends, Distributions and Taxes.............................. 11
General Information............................................. 13
Appendix........................................................ 14

Page 2
<TABLE>
<CAPTION>

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

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

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

Page 3

CONDENSED FINANCIAL INFORMATION

The information in the following tables pertains to the Funds'
Institutional Shares, which are not offered pursuant to this Prospectus, and
has been audited by Ernst & Young LLP, each Fund's independent auditors.
Further financial data, related notes, and report of independent auditors for
each Fund, with respect to Institutional Shares, accompany the Statement of
Additional Information, available upon request. No financial information is
provided for the Funds' Administrative Shares which had not been offered as
of the date of the financial statements. The distribution and service fee
paid by Administrative Shares will cause such shares to have a higher expense
ratio, to pay lower dividends, and to have a lower total investment return
than Institutional Shares.

FINANCIAL HIGHLIGHTS

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

Page 4

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

INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
Page 5

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

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT-- To accomplish its investment
objective, the Fund invests primarily in debt securities of the State of New
York, its political subdivisions, authorities and corporations, the interest
from which is, in the opinion of bond counsel to the issuer, exempt from
Federal, New York State, and New York City income taxes (collectively, "New
York Municipal Obligations"). To the extent acceptable New York Municipal
Obligations are at any time unavailable for investment by the Fund, the Fund
will invest, for temporary defensive purposes, primarily in other debt
securities the interest from which is, in the opinion of bond counsel to the
issuer, exempt from Federal, but not New York State or New York City, income
tax. Debt securities the interest from which is, in the opinion of bond
counsel to the issuer, exempt from Federal income tax ("Municipal Obligations")
generally include debt obligations issued to obtain funds for various public
purposes as well as certain industrial development bonds issued by or on behalf
of public authorities. Municipal Obligations bear fixed, floating or variable
rates of interest. See "Appendix_Certain Portfolio Securities."

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

DREYFUS TREASURY CASH MANAGEMENT -- To achieve its investment objective, the
Fund invests in securities issued or guaranteed as to principal and interest
by the U.S. Government and repurchase agreements in respect of these
securities. See "Appendix--Certain Portfolio Securities." The Fund is
classified as a diversified investment company.

INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price
less than its cost. Similarly, if interest rates have declined from
the time a secu-

Page 6

rity was purchased, such security, if sold, might be sold at a price greater
than its purchase cost. In either instance, if the security was purchased at
face value and held to maturity, no gain or loss would be realized.

Certain municipal lease/purchase obligations in which the 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 Dreyfus Corporation will
consider, on an ongoing basis,a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase
the cost of the Municipal Obligations available for purchase by the Funds 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 its 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) -- Since the Fund is concentrated in securities issued by New
York or entities within New York, an investment in the Fund may involve
greater risk than investments in certain other types of money market funds.
Investors should consider carefully the special risks inherent in investing
in New York Municipal Obligations. These risks result from the financial
condition of New York State, certain of its public bodies and municipalities,
and New York City. Beginning in early 1975, New York State, New York City and
other State entities faced serious financial difficulties which jeopardized
the credit standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. The State's financial operations have improved,
however, during recent fiscal years. For its fiscal periods 1993 through
1996, the State recorded balanced budgets on a cash basis, with substantial
fund balances in the General Fund in fiscal 1992-93 and 1993-94 and smaller
fund balances in fiscal 1994-95 and 1995-96. There can be no assurance that
the State will not face substantial potential budget gaps in future years.
Investors should obtain and review a copy of the Statement of Additional
Information which more fully sets forth these and other risk factors.

NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The
classification of the Fund as a "non-diversified" investment company means
that the proportion of the Fund's assets that may be invested in the
securities of a single issuer is not limited by the 1940 Act. A "diversified"
investment company is required by the 1940 Act generally, with respect to 75%
of its total assets, to invest not more than 5% of such assets in the
securities of a single issuer. Since a relatively high percentage of the
Fund's assets may be invested in the obligations of a limited number of
issuers, the Fund's investments may be more sensitive to changes in the
market value of a single issuer. However, to meet Federal tax requirements,
at the close of each quarter the Fund may not have more than 25% of its total
assets invested in any one issuer and, with respect to 50% of total assets,
not more than 5% of its total assets invested in any one issuer. These
limitations do not apply to U.S. Government securities.
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to
Page 7
invest in, or dispose of, the same securities as a Fund, available investments
or opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or received
by the Fund.
MANAGEMENT OF THE FUNDS

As to each Fund's Administrative Shares, unless The Dreyfus
Corporation gives such Fund's investors at least 90 days' notice to the
contrary, The Dreyfus Corporation, and not the Fund, will be liable for all
expenses of the Fund (exclusive of taxes, brokerage, interest on borrowings
and (with the prior written consent of the necessary state securities
commissions) extraordinary expenses) other than the following expenses, which
will be borne by each Fund: (i)the management fee payable by the Fund monthly
at the annual rate of .20 of 1% of the value of the Fund's average daily net
assets and (ii) payments made pursuant to each Fund's Service Plan at the
annual rate of .10 of 1% of the value of the Fund's average daily net assets
attributable to Administrative Shares. No Fund will reimburse The Dreyfus
Corporation for any amounts it may bear.

The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.

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

HOW TO BUY SHARES

GENERAL

The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Administrative Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the investor acts in some other capacity. An
institution may arrange with the Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
Page 8
The minimum initial investment to purchase Administrative Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of a Fund, Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus Treasury
Prime Cash Management; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Administrative Shares for the accounts of their clients. Service Agents
may receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Administrative Shares may be purchased by wire, by telephone or
through compatible computer facilities. 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 computer facilities
are compatible with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Administrative Shares are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").

A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on that
day, if such order is placed by 5:00 p.m., New York time, and Federal Funds are
received by the Custodian by 6:00 p.m., New York time, on that day. A telephone
order placed to Dreyfus Institutional Services Division in California will
become effective at the price determined at 2:00 p.m., California time, and the
shares purchased will receive the div-

Page 9

idend declared on that day, if such order is placed by 12:00 Noon, California
time, and Federal Funds are received by the Sub-custodian by 4:00 p.m.,
California time, on that day.

SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Administrative
Shares of a Fund, Administrative Shares of the other Fund or of Dreyfus Cash
Management, Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management or Dreyfus Treasury Prime Cash Management, which have different
investment objectives and management policies that may be of interest to
investors. Upon an exchange into a new account the following shareholder
services and privileges, as applicable and where available, will be
automatically carried over to the fund into which the exchange is made:
Telephone Exchange Privilege, Redemption by Wire or Telephone, Redemption
Through Compatible Computer Facilities and the dividend/capital gain
distribution option selected by the investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Before any
exchange into a fund offered by another prospectus, the investor must obtain
and should review a copy of the current prospectus of the fund into which the
exchange is being made. Prospectuses may be obtained by calling one of the
telephone numbers listed under "General Information" in this Prospectus.
Shares will be exchanged at the net asset value next determined after receipt
of an exchange request in proper form. No fees currently are charged
investors directly in connection with exchanges, although the Fund reserves
the right, upon not less than 60 days' written notice, to charge investors a
nominal fee in accordance with rules promulgated by the Securities and
Exchange Commission. Each Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."
An investor who wishes to redeem Administrative Shares and purchase
shares of another class of a Fund identified above identified above should
contact Dreyfus Institutional Services Division by calling one of the
telephone numbers listed under "General Information" in this Prospectus, and
should obtain a prospectus for the relevant share class which the investor
wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Administrative Shares of a Fund, in Administrative
Shares of the other Fund or of Dreyfus Cash Management, Dreyfus Cash
Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus Municipal
Cash Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus
Treasury Prime Cash Management, if the investor is a shareholder in such
fund. The amount an investor designates, which can be expressed either in
terms of a specific dollar or share amount, will be exchanged automatically
on the first and/or fifteenth of the month according to the schedule that the
investor has selected. Shares will be exchanged at the then-current net asset
value. The right to exercise this Privilege may be modified or cancelled by
the Fund or the Transfer Agent. An investor may modify or cancel the exercise
of this Privilege at any time by mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. Each Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege and the funds eligible to participate
in this Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form,
please call one of the telephone numbers listed under "General Information."
See "Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Administrative Shares at any time
and the shares will be redeemed at the next determined net asset value.

Neither Fund imposes charges when Administrative Shares are redeemed.
Service Agents or other institutions may charge their clients a nominal fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.

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

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- If a request for redemption is
received in proper form by Dreyfus Institutional Services Division 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. If the
request is received later that day by Dreyfus Institutional Services
Division, 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.

Page 10

DREYFUS TREASURY CASH MANAGEMENT -- If a request for redemption is received
in proper form by Dreyfus Institutional Service Division in New York by 5:00
p.m., New York time, or in Los Angeles by 12:00 Noon, California time, the
proceeds of the redemption, if transfer by wire is requested, ordinarily will
be transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If the request is received later
that day by Dreyfus Institutional Services Division in New York or Los
Angeles, 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.

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

Administrative Shares of each Fund are subject to a separate Service
Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under each Service
Plan, the Fund (a) reimburses the Distributor for distributing Administrative
Shares and (b) pays The Dreyfus Corporation, Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, and any affiliate of
either of them (collectively, "Dreyfus") for advertising and marketing
Administrative Shares and for providing certain services relating to accounts
of holders of Administrative Shares, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts ("Servicing"), at an
aggregate annual rate of .10 of 1% of the value of the Fund's average daily
net assets attributable to Administrative Shares. Each of the Distributor and
Dreyfus may pay one or more Service Agents a fee in respect of the Fund's
Administrative Shares owned by shareholders with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the dealer or holder
of record. Each of the Distributor and Dreyfus determines the amounts, if
any, to be paid to Service Agents under the Service Plan and the basis on
which such payments are made. Generally, the Service Agent will provide
holders of Administrative Shares a consolidated statement. The fee payable
for Servicing is intended to be a "service fee" as defined under Rule 2830 of
the NASD Conduct Rules. The fees payable under the Service Plan are payable
without regard to actual expenses incurred.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange is open for business. Administrative
Shares begin earning income dividends on the day the purchase order is
effective. The Fund's earnings for Saturdays, Sundays and holidays are
declared as dividends on the prior business day. Dividends usually are paid
on the last calendar day of each month, and are automatically reinvested in
additional Administrative Shares at net asset value or, at the investor's
option, paid in cash. If an investor redeems all Administrative Shares in its
account at any time during the month, all dividends to which the investor is
entitled will be paid along with the proceeds of the redemption. An omnibus
accountholder may indicate in a partial redemption request that a portion of
any accrued dividends to which such account is entitled belongs to an
underlying accoun-
Page 11
tholder who has redeemed all shares in his or her account,
and such portion of the accrued dividends will be paid to the accountholder
along with the proceeds of the redemption.

Distributions from net realized securities gains, if any, generally are
declared and paid once a year, but the Fund may make distributions on a more
frequent basis to comply with the distribution requirements of the Code, in
all events in a manner consistent with the provisions of the 1940 Act.
Neither Fund will make distributions from net realized securities gains
unless capital loss carryovers, if any, have been utilized or have expired.
Investors may choose whether to receive distributions in cash or to reinvest
in additional Administrative Shares at net asset value. All expenses are
accrued daily and deducted before declaration of dividends to investors.
Dividends paid by each class of shares will be calculated at the same time
and in the same manner and will be in the same amount, except that the
expenses attributable solely to a class will be borne exclusively by such
class.

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

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

Page 12

holder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.

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

Dreyfus New York Municipal Cash Management and Dreyfus Treasury Cash
Management each were organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts pursuant to a separate Agreement
and Declaration of Trust (the "Trust Agreement") dated September 12, 1990 and
June 4, 1986, respectively, and commenced operations November 4, 1991 and
September 4, 1986, respectively. Each Fund is authorized to issue an
unlimited number of shares of beneficial interest, par value $.001 per share.
Each Fund's shares are classified into four classes. Each share has one vote
and shareholders will vote in the aggregate and not by class, except as
otherwise required by law or with respect to any matter which affects only
one class. Holders of Administrative Shares, however, will be entitled to
vote on matters submitted to shareholders pertaining to the Service Plan.

Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of a Fund. However, each
Fund's 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 person
ally 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, the shareholder paying such liability will
be entitled to reimbursement from the general assets of such Fund. Each Fund
intends to conduct its operations in such a way so as to avoid, as far as
possible, ultimate liability of its shareholders for liabilities of the Fund.
As described under "Management of the Funds" in the Statement of Additional
Information, ordinarily, neither Fund will hold shareholder meetings; however,
shareholders under certain circumstances may have the right to call a meeting
of shareholders for the purpose of voting to remove Board members.

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

Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Administrative Shares should call
toll free 1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that one Fund might become liable for any misstatement in this Prospectus
about the other Fund. Each Fund's Board has considered this factor in
approving the use of this combined Prospectus.
Page 13

APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY -- Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser or 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.
FORWARD COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The Fund
may purchase Municipal Obligations and other securities on a forward
commitment or when-issued basis, which means that delivery and payment take
place a number of days after the date of the commitment to purchase. The
payment obligation and the interest rate receivable on a forward commitment
or when-issued security are fixed when the Fund enters into the commitment,
but the Fund does not make payment until it receives delivery from the
counterparty. The Fund will commit to purchase such securities only with the
intention of actually acquiring the securities, but the Fund may sell these
securities before the settlement date if it is deemed advisable. A segregated
account of the Fund consisting of permissible liquid assets at least equal at
all times to the amount of the commitments will be established and maintained
at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS TREASURY CASH MANAGEMENT) -- The 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.
REPURCHASE AGREEMENTS (DREYFUS TREASURY CASH MANAGEMENT) -- The Fund may enter
into repurchase agreements with certain banks or non-bank dealers. In a
repurchase agreement, the Fund buys, and the seller agrees to repurchase, a
security at a mutually agreed upon time and price (usually within seven
days). The repurchase agreement thereby determines the yield during the
purchaser's holding period, while the seller's obligation to repurchase is
secured by the value of the underlying security. Repurchase agreements could
involve risks in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon the Fund's
ability to dispose of the underlying securities.
MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally
do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.

CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT)
- -- The 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 amounts borrowed. Frequently, such obligations
are secured by letters of credit or other credit support arrangements
provided by banks. Changes in the credit quality of banks and other financial
institutions that provide such credit or liquidity enhancements to the Fund's
portfolio securities could cause losses to the Fund and affect its share
price. Because these obligations are direct lending arrangements between the
lender and borrower, it is not contemplated that such instruments generally
will be traded, and there generally is no established secondary market for
these obligations, although they are redeemable at face value plus accrued
interest. Accordingly, where these obligations are not secured by letters of
credit or other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand. Each obligation purchased by the Fund will meet the quality criteria
established for the purchase of Municipal Obligations.

Page 14
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- The 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 or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.
STAND-BY COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The 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 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.

TAXABLE INVESTMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To the
extent set forth in this Prospectus, the Fund may invest Taxable Investments
consisting of: notes of issuers having, at the time of purchase, a quality
rating within the two highest grades of Moody's, S&P or Fitch; obligations of
the U.S. Government, its agencies or instrumentalities; commercial paper
rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by Fitch; certificates
of deposit of U.S. domestic banks, including foreign branches of domestic
banks, with assets of one billion dollars or more; time deposits; bankers'
acceptances and other short-term bank obligations; and repurchase agreements
in respect of any of the foregoing. See "Certain Portfolio Securities" above
and "Investment Objective and Management Policies_Portfolio Securities" in
the Statement of Additional Information for more information on these kinds
of investments. Dividends paid by the Fund that are attributable to income
earned by the Fund from Taxable Investments will be taxable to investors. See
"Dividends, Distributions and Taxes." Except for temporary defensive
purposes, at no time will more than 20% of the value of the Fund's net assets
be invested in Taxable Investments. 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, the Fund anticipates that not
more than 5% of the value of its total assets will be invested in any one
category of Taxable Investments. Certain Taxable Investments, like U.S.
Treasury securities and repurchase agreements, are described above.

COMBINED
PROSPECTUS
FOR
Dreyfus New York
Municipal
Cash Management

Dreyfus Treasury
Cash Management
[ADMINISTRATIVE SHARES]

Registration Mark

Copy Rights 1996 Dreyfus Service Corporation
585/568p112096

- -----------------------------------------------------------------------------
COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
[INVESTOR SHARES]
- -----------------------------------------------------------------------------

BY THIS PROSPECTUS, EACH FUND IS OFFERING INVESTOR SHARES. INVESTOR
SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN ACCORDANCE
WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940. INVESTORS CAN
INVEST, REINVEST OR REDEEM INVESTOR SHARES AT ANY TIME WITHOUT CHARGE OR
PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE OFFERED BY THE FUNDS
PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED HEREBY. THE CLASSES ARE
IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH CLASS AND THE EXPENSES
BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE. INVESTORS DESIRING TO
OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES SHOULD WRITE TO THE
ADDRESS OR CALL THE NUMBER SET FORTH BELOW.

THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN
AREAS IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-554-4611. WHEN TELEPHONING, ASK
FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- -----------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- -----------------------------------------------------------------------------

TABLE OF CONTENTS
Page

Annual Fund Operating Expenses............ 3
Condensed Financial Information........... 4
Yield Information......................... 5
Description of the Funds.................. 5
Management of the Funds................... 7
How to Buy Shares......................... 8
Shareholder Services...................... 9
How to Redeem Shares...................... 10
Service Plan.............................. 11
Dividends, Distributions and Taxes........ 11
General Information....................... 13
Appendix.................................. 14

Page 2

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

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

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

Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund accompany the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for an Institutional Share of beneficial interest outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from the
relevant Fund's financial statements.
<TABLE>
<CAPTION>

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
_______________________________________________
YEAR ENDED JULY 31,
_______________________________________________
PER SHARE DATA: 1994(1) 1995 1996
---------- ----------- ------------
<S> <C> <C> <C>
Net asset value, beginning of year........................................ $1.00 $1.00 $1.00
---------- ----------- ------------
Investment Operations:
Investment income_net .................................................... .011 .032 .031
Distributions:
Dividends from investment income-net...................................... (.011) (.032) .031
---------- ----------- ------------
Net asset value, end of year.............................................. $1.00 $1.00 $1.00
========== =========== ============
TOTAL INVESTMENT RETURN .................................................... 2.02%(2) 3.20% 3.18%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................................... .45%(2) .45% .45%
Ratio of net investment income to average net assets ..................... 2.12%(2) 2.81% 3.09%
Net Assets, end of year (000's omitted)................................... $53,324 $6,023 $14,317
(1)From January 18, 1994 (commencement of initial offering) to July 31, 1994.
(2)Annualized.

DREYFUS TREASURY CASH MANAGEMENT
---------------------------------------------
YEAR ENDED JULY 31,
---------------------------------------------
1994(1) 1995 1996
---------- ----------- ------------
PER SHARE DATA:
Net asset value, beginning of year........................................ $1.00 $1.00 $1.00
---------- ----------- ------------
Investment Operations:
Investment income_net .................................................... .018 .050 .051
Distributions:
Dividends from investment income-net...................................... (.0177) (.0497) (.051)
---------- ----------- ------------
Net asset value, end of year.............................................. $1.00 $1.00 $1.00
========== =========== ============
TOTAL INVESTMENT RETURN..................................................... 3.22%(2) 5.08% 5.25%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................................... .45%(2) .45% .45%
Ratio of net investment income to average net assets...................... 3.33%(2) 5.24% 5.05%
Net Assets, end of year (000's omitted)................................... $20,610 $39,047 $237,566
(1)From January 10, 1994 (commencement of initial offering) to July 31, 1994.
(3)Annualized.
</TABLE>
PAGE 4
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Investor Shares. Both yield figures are based on historical earnings
and are not intended to indicate future performance. It can be expected that
these yields will fluctuate substantially. The yield for Investor Shares of
the Fund refers to the income generated by an investment in Investor Shares
of the Fund over a seven-day period (which period will be stated in the
advertisement). This income is then annualized. That is, the amount of income
generated by the investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of the investment.
The effective yield is calculated similarly, but, when annualized, the income
earned by an investment in Investor Shares of the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. A Fund's
yield and effective yield for Investor Shares may reflect absorbed expenses
pursuant to any undertaking that may be in effect. See "Management of the
Funds."
Yield information is useful in reviewing the performance of a Fund's
Investor Shares, but because yields will fluctuate, under certain conditions
such information may not provide a basis for comparison with domestic bank
deposits, other investments which pay a fixed yield for a stated period of
time, or other investment companies which may use a different method of
computing yield.

INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its objective in the manner
described below. Securities in which a Fund invests may not earn as high a
level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.

In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by each Fund's Board to present minimal credit risks
and, in the case of Dreyfus New York Municipal Cash Management, which are
rated in one of the two highest rating categories for debt obligations by
at least two nationally recognized statistical rating organizations (or one
rating organization if the instrument was rated by only one such organization)
or, if unrated, are of comparable quality as determined in accordance with
procedures established by the Board. The nationally recognized statistical
rating organizations currently rating instruments of the type Dreyfus New York
Municipal Cash Management may purchase are Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit
Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA Limited and IBCA
Inc. and Thomson BankWatch, Inc. and their rating criteria are described in
"Appendix B" to the Statement of Additional Information. For further
information regarding the amortized cost method of valuing securities, see
"Determination of Net Asset Value" in the Statement of Additional Information.
There can be no assurance that a Fund will be able to maintain a stable net
asset value of $1.00 per share.

Page 5

DREYFUS TREASURY CASH MANAGEMENT -- To achieve its investment objective, the
Fund invests in securities issued or guaranteed as to principal and interest
by the U.S. Government and repurchase agreements in respect of these
securities. See "Appendix--Certain Portfolio Securities." The Fund is
classified as a diversified investment company.

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

Certain municipal lease/purchase obligations in which the 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 Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase
the cost of the Municipal Obligations available for purchase by the Funds and
thus reduce available yield. Shareholders should
Page 6
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 its 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) -- Since the Fund is concentrated in securities issued by New
York or entities within New York, an investment in the Fund may involve
greater risk than investments in certain other types of money market funds.
Investors should consider carefully the special risks inherent in investing
in New York Municipal Obligations. These risks result from the financial
condition of New York State, certain of its public bodies and municipalities,
and New York City. Beginning in early 1975, New York State, New York City and
other State entities faced serious financial difficulties which jeopardized
the credit standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. The State's financial operations have improved,
however, during recent fiscal years. For its fiscal periods 1993 through
1996, the State recorded balanced budgets on a cash basis, with substantial
fund balances in the General Fund in fiscal 1992-93 and 1993-94 and smaller
fund balances in fiscal 1994-95 and 1995-96. There can be no assurance that
the State will not face substantial potential budget gaps in future years.
Investors should obtain and review a copy of the Statement of Additional
Information which more fully sets forth these and other risk factors.

NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The
classification of the Fund as a "non-diversified" investment company means
that the proportion of the Fund's assets that may be invested in the
securities of a single issuer is not limited by the 1940 Act. A "diversified"
investment company is required by the 1940 Act generally, with respect to 75%
of its total assets, to invest not more than 5% of such assets in the
securities of a single issuer. Since a relatively high percentage of the
Fund's assets may be invested in the obligations of a limited number of
issuers, the Fund's investments may be more sensitive to changes in the
market value of a single issuer. However, to meet Federal tax requirements,
at the close of each quarter the Fund may not have more than 25% of its total
assets invested in any one issuer and, with respect to 50% of total assets,
not more than 5% of its total assets invested in any one issuer. These
limitations do not apply to U.S. Government securities.
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
MANAGEMENT OF THE FUNDS

The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
each Fund, subject to the authority of the Fund's Board in accordance with
Massachusetts law.
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. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston
Page 7
Company, Inc., AFCO Credit Corporation and a number of companies known as
Mellon Financial Services Corporations. Through its subsidiaries, including
The Dreyfus Corporation, Mellon managed more than $220 billion in assets as
of June 30, 1996, including approximately $83 billion in proprietary mutual
fund assets. As of June 30, 1996, Mellon, through various subsidiaries,
provided non-investment services, such as custodial or administration
services, for more than $876 billion in assets, including approximately
$57 billion in mutual fund assets.
For the fiscal year ended July 31, 1996, each Fund paid The Dreyfus
Corporation a monthly management fee at the annual rate of .20 of 1% of the
value of such Fund's average daily net assets.
As to each Fund's Investor Shares, unless The Dreyfus Corporation
gives Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all expenses of the Fund
(exclusive of taxes, brokerage, interest on borrowings and (with the prior
written consent of the necessary state securities commissions) extraordinary
expenses) other than the following expenses, which will be borne by each
Fund: (i)the management fee payable by the Fund monthly at the annual rate of
.20 of 1% of the value of the Fund's average daily net assets and (ii) payments
made pursuant to each Fund's Service Plan at the annual rate of .25 of 1% of
the value of the Fund's average daily net assets attributable to Investor
Shares. No Fund will reimburse The Dreyfus Corporation for any amounts it
may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR -- The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian. Wells Fargo Bank,
N.A., 707 Wilshire Boulevard, Los Angeles, California 90017, is Sub-custodian
(the "Sub-custodian") as to Dreyfus Treasury Cash Management.
HOW TO BUY SHARES

GENERAL

The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Investor Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the investor acts in some other capacity. An
institution may arrange with the Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Investor Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of a Fund, Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus Treasury
Prime Cash Management; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Investor Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Investor Shares may be purchased by wire, by telephone or through
compatible computer facilities. 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
Page 8
by telephone or to determine whether their computer facilities are compatible
with the Fund's, investors should call one of the telephone numbers listed
under "General Information" in this Prospectus.
Investor Shares are sold on a continuous basis at the net asset value
per share next determined after an order in proper form and Federal Funds
(monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").

DREYFUS TREASURY CASH MANAGEMENT -- The Fund's net asset value per share is
determined as of 5:00 p.m., New York time/2:00 p.m., California time, on each
day the New York Stock Exchange is open for business. Net asset value per
share of each class of shares is computed by dividing the value of the Fund's
net assets represented by such class (i.e., the value of its assets less
liabilities) by the total number of shares of such class outstanding. See
"Determination of Net Asset Value" in the Statement of Additional
Information.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.

A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 2:00 p.m.,
California time, and the shares purchased will receive the dividend declared
on that day, if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.

SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Investor Shares
of a Fund, Investor Shares of the other Fund or of Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, or Dreyfus Treasury
Prime Cash Management, which have different investment objectives and
management policies that may be of interest to investors. Upon an exchange
into a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
fund into which the exchange is made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Computer
Facilities and the dividend/capital gain distribution option selected by
the investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Before any
exchange into a fund offered by another prospectus, the investor must obtain
and should review a copy of the current prospectus of the fund into which the
exchange is being made. Prospectuses may be obtained by calling one of the
telephone numbers listed under "General Information" in this Prospectus.
Shares
Page 9
will be exchanged at the net asset value next determined after receipt
of an exchange request in proper form. No fees currently are charged
investors directly in connection with exchanges, although the Fund reserves
the right, upon not less than 60 days' written notice, to charge investors a
nominal fee in accordance with rules promulgated by the Securities and
Exchange Commission. Each Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."
An investor who wishes to redeem Investor Shares and purchase shares
of another class of a Fund identified above identified above should contact
Dreyfus Institutional Services Division by calling one of the telephone
numbers listed under "General Information" in this Prospectus, and should
obtain a prospectus for the relevant share class which the investor wishes to
purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Investor Shares of a Fund, in Investor Shares of the
other Fund or of Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc.,
Dreyfus Government Cash Management, Dreyfus Institutional Short Term
Treasury Fund, Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, and Dreyfus Treasury Prime Cash Management, if the investor
is a shareholder in such fund. The amount an investor designates, which can
be expressed either in terms of a specific dollar or share amount, will be
exchanged automatically on the first and/or fifteenth of the month according
to the schedule that the investor has selected. Shares will be exchanged at
the then-current net asset value. The right to exercise this Privilege may be
modified or cancelled by the Fund or the Transfer Agent. An investor may
modify or cancel the exercise of this Privilege at any time by mailing
written notification to Dreyfus Institutional Services Division, EAB Plaza,
144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New York 11556-0144. Each
Fund may charge a service fee for the use of this Privilege. No such fee
currently is contemplated. For more information concerning this Privilege and
the funds eligible to participate in this Privilege, or to obtain a Dreyfus
Auto-Exchange Authorization Form, please call one of the telephone numbers
listed under "General Information." See "Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Investor Shares at any time and
the shares will be redeemed at the next determined net asset value.

Neither Fund imposes charges when Investor Shares are redeemed.
Service Agents or other institutions may charge their clients a nominal fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- If a request for redemption is
received in proper form by Dreyfus Institutional Services Division 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. If the
request is received later that day by Dreyfus Institutional Services
Division, 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.

DREYFUS TREASURY CASH MANAGEMENT -- If a request for redemption is received
in proper form by Dreyfus Institutional Services Division in New York by 5:00
p.m., New York time, or in Los Angeles by 12:00 Noon, California time, the
proceeds of the redemption, if transfer by wire is requested, ordinarily will
be transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If the request is received later
that day by Dreyfus Institutional Services Division in New York or Los
Angeles, 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.

PROCEDURES
Investors may redeem Investor Shares by wire or telephone, or through
compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures,
Page 10
the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent instructions. Neither the Funds nor the Transfer
Agent will be liable for following telephone instructions reasonably believed
to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Investor Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Investor Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Investor Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE COMPUTER FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through compatible
computer facilities. Investors desiring to redeem shares in this manner
should call Dreyfus Institutional Services Division at one of the telephone
numbers listed under "General Information" to determine whether their
computer facilities are compatible and to receive instructions for redeeming
Investor Shares in this manner.
SERVICE PLAN

Investor Shares are subject to a Service Plan adopted pursuant to
Rule 12b-1 under the 1940 Act. Under each Service Plan, the Fund (a)
reimburses the Distributor for distributing Investor Shares and (b) pays The
Dreyfus Corporation, Dreyfus Service Corporation, a wholly-owned subsidiary
of The Dreyfus Corporation, and any affiliate of either of them
(collectively, "Dreyfus") for advertising and marketing Investor Shares and
for providing certain services relating to accounts of holders of Investor
Shares, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts ("Servicing"), at an aggregate annual
rate of .25 of 1% of the value of the Fund's average daily net assets
attributable to Investor Shares. Each of the Distributor and Dreyfus may
pay one or more Service Agents a fee in respect of the Fund's Investor
Shares owned by shareholders with whom the Service Agent has a Servicing
relationship or for whom the Service Agent is the dealer or holder
of record. Each of the Distributor and Dreyfus determines the amounts,
if any, to be paid to Service Agents under the Service Plan and the basis on
which such payments are made. Generally, Service Agents will provide holders
of Investor Shares a consolidated statement and checkwriting privileges.
The fee payable for Servicing is intended to be a "service fee" as defined
under Rule 2830 of the NASD Conduct Rules. The fees payable under the Service
Plan are payable without regard to actual expenses incurred.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange is open for business. Investor Shares
begin earning income dividends on the day the purchase order is effective.
The Fund's earnings for Saturdays, Sundays and holidays are declared as
dividends on the prior business day. Dividends usually are paid on the last
calendar day of each month, and are automatically reinvested in additional
Investor Shares at net asset value or, at the investor's option, paid in
cash. If an investor redeems all Investor Shares in its account at any time
during the month, all dividends to which the investor is entitled will be
paid along with the proceeds of the redemption. An omnibus accountholder may
indicate in a partial redemption request that a portion of any accrued
dividends to which such account is entitled belongs to an underlying
accountholder who has redeemed all shares in his or her account, and such
portion of the accrued dividends will be paid to the accountholder along with
the proceeds of the redemption. Distributions from net realized securities
gains, if any, generally are declared and paid once a year, but the Fund
may make distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner consistent
with the provisions of the 1940 Act. Neither Fund will make distributions
from net realized securities gains unless capital loss carryovers, if any,
have been utilized or have expired. Investors may choose whether to receive
distributions in cash or to reinvest in additional Investor Shares at net
asset value. All expenses are accrued daily and deducted before declaration
of dividends to investors. Dividends paid by each class of shares will be
calculated at the same time and in the same manner and will be in the same
amount, except that the expenses attributable solely to a class will be borne
exclusively by such class.

Dividends paid by Dreyfus Treasury Cash Management derived from net
investment income and dividends paid by Dreyfus New York Municipal Cash
Management derived from Taxable Investments, together with distributions from
any net realized short-term securities gains and all or a portion of any
gains realized from the sale or other disposition of certain market discount
bonds, are taxable as ordinary income, whether received in cash or reinvested
in Investor Shares, if the beneficial holder of shares is a citizen or
resident of the United States. No dividend paid by a Fund will qualify for
the dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term secu-
Page 11
rities gains, if any, generally are taxable as long-term capital gains for
Federal income tax purposes if the beneficial holder of shares is a citizen
or resident of the United States, regardless of how long shareholders have
held their shares and whether such distributions are received in cash or
reinvested in additional shares. The Code provides that the net capital
gain of an individual generally will not be subject to Federal income tax
at a rate in excess of 28%.

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

Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a Fund with respect to
Fund shares beneficially owned by a foreign person generally will not be
subject to U.S. nonresident withholding tax. However, such distributions may
be subject to backup withholding, as described below, unless the foreign
person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For Dreyfus New York Municipal Cash Management, these
statements will set forth the dollar amount of income exempt from Federal,
New York State, and New York City taxes and the dollar amount, if any,
subject to such taxes. These dollar amounts will vary depending on the size
and length of time of the investor's investment in the Fund. If Dreyfus New
York Municipal Cash Management pays dividends derived from taxable income, it
intends to designate as taxable the same percentage of the day's dividend as
the actual taxable income earned on that day bears to total income earned on
that day. Thus, the percentage of the dividend designated as taxable, if any,
may vary from day to day.
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.

A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.

Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
Page 12

GENERAL INFORMATION

Dreyfus New York Municipal Cash Management and Dreyfus Treasury Cash
Management each were organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts pursuant to a separate Agreement
and Declaration of Trust (the "Trust Agreement") dated September 12, 1990,
and June 4, 1986, respectively, and commenced operations November 4, 1991 and
September 4, 1986, respectively. Each Fund is authorized to issue an
unlimited number of shares of beneficial interest, par value $.001 per share.
Each Fund's shares are classified into four classes. Each share has one vote
and shareholders will vote in the aggregate and not by class, except as
otherwise required by law or with respect to any matter which affects only
one class. Holders of Investor Shares, however, will be entitled to vote on
matters submitted to shareholders pertaining to the Service Plan.

Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of a Fund. However, each
Fund's 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 a
Fund or its Trustees. Each Trust Agreement provides for indemnification from
the Fund's property for all losses and expenses of any shareholder held person
ally 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, the shareholder paying such liability
will be entitled to reimbursement from the general assets of such Fund. Each
Fund intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, neither Fund will hold shareholder
meetings; however, shareholders under certain circumstances may have the
right to call a meeting of shareholders for the purpose of voting to remove
Board members.

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

Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Investor Shares should call toll
free 1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that one Fund might become liable for any misstatement in this Prospectus
about the other Fund. Each Fund's Board has considered this factor in
approving the use of this combined Prospectus.
Page 13

APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY -- Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser or 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.
FORWARD COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The Fund
may purchase Municipal Obligations and other securities on a forward
commitment or when-issued basis, which means that delivery and payment take
place a number of days after the date of the commitment to purchase. The
payment obligation and the interest rate receivable on a forward commitment
or when-issued security are fixed when the Fund enters into the commitment,
but the Fund does not make payment until it receives delivery from the
counterparty. The Fund will commit to purchase such securities only with the
intention of actually acquiring the securities, but the Fund may sell these
securities before the settlement date if it is deemed advisable. A segregated
account of the Fund consisting of permissible liquid assets at least equal at
all times to the amount of the commitments will be established and maintained
at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS TREASURY CASH MANAGEMENT) -- The 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.
REPURCHASE AGREEMENTS (DREYFUS TREASURY CASH MANAGEMENT) -- The Fund may
enter into repurchase agreements with certain banks or non-bank dealers. In a
repurchase agreement, the Fund buys, and the seller agrees to repurchase, a
security at a mutually agreed upon time and price (usually within seven
days). The repurchase agreement thereby determines the yield during the
purchaser's holding period, while the seller's obligation to repurchase is
secured by the value of the underlying security. Repurchase agreements could
involve risks in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon the Fund's
ability to dispose of the underlying securities.
MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally
do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.

CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT)
- -- The 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 amounts borrowed. Frequently, such obligations
are secured by letters of credit or other credit support arrangements
provided by banks. Changes in the credit quality of banks and other financial
institutions that provide such credit or liquidity enhancements to the Fund's
portfolio securities could cause losses to the Fund and affect its share
price. 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 inter-
Page 14
est on demand. Each obligation purchased by the Fund will meet the quality
criteria established for the purchase of Municipal Obligations.

TAXABLE INVESTMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To the
extent set forth in this Prospectus, the Fund may invest in Taxable
Investments consisting of: notes of issuers having, at the time of purchase,
a quality rating within the two highest grades of Moody's, S&P or Fitch;
obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management
Policies_Portfolio Securities" in the Statement of Additional Information for
more information on these kinds of investments. Dividends paid by the Fund
that are attributable to income earned by the Fund from Taxable Investments
will be taxable to investors. See "Dividends, Distributions and Taxes."
Except for temporary defensive purposes, at no time will more than 20% of the
value of the Fund's net assets be invested in Taxable Investments. 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, the Fund anticipates
that not more than 5% of the value of its total assets will be invested in
any one category of Taxable Investments.

COMBINED
PROSPECTUS
FOR
Dreyfus New York
Municipal
Cash Management

Dreyfus Treasury
Cash Management
[INVESTOR SHARES]

Registration Mark

Copy Rights 1996 Dreyfus Service Corporation
677/673p112096

- ------------------------------------------------------------------------------
COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
[PARTICIPANT SHARES]
- ------------------------------------------------------------------------------

BY THIS PROSPECTUS, EACH FUND IS OFFERING PARTICIPANT SHARES.
PARTICIPANT SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN
ACCORDANCE WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
INVESTORS CAN INVEST, REINVEST OR REDEEM PARTICIPANT SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.

TABLE OF CONTENTS
Page

Annual Fund Operating Expenses.................................. 3
Condensed Financial Information................................. 4
Yield Information............................................... 5
Description of the Funds........................................ 5
Management of the Funds......................................... 8
How to Buy Shares............................................... 8
Shareholder Services............................................ 10
How to Redeem Shares............................................ 10
Service Plan.................................................... 11
Dividends, Distributions and Taxes.............................. 11
General Information............................................. 13
Appendix........................................................ 14

Page 2
<TABLE>
<CAPTION>

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

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

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

Page 3

CONDENSED FINANCIAL INFORMATION

The information in the following tables pertains to the Funds'
Institutional Shares, which are not offered pursuant to this Prospectus, and
has been audited by Ernst & Young LLP, each Fund's independent auditors.
Further financial data, related notes, and report of independent auditors for
each Fund, with respect to Institutional Shares, accompany the Statement of
Additional Information, available upon request. No financial information is
provided for the Funds' Participant Shares which had not been offered as of
the date of the financial statements. The distribution and service fee paid
by Participant Shares will cause such shares to have a higher expense ratio,
to pay lower dividends, and to have a lower total investment return than
Institutional Shares.

FINANCIAL HIGHLIGHTS

Page 4

DREYFUS TREASURY CASH MANAGEMENT -- Institutional Shares
--------------------------------------------------------------------------------------------------------
Year Ended July 31,
--------------------------------------------------------------------------------------------------------
1987(1) 1988 1989 1990 1991 1992 1993 1994 1995 1996
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
PER SHARE DATA:
Net asset value,
beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
Investment Operations:
Investment income--net .. .053 .066 .085 .082 .069 .045 .031 .032 .052 .054
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
Distributions:
Dividends from investment
income-net (.053) (.066) (.085) (.082) (.069) (.045) (.031) (.032) (.052)....(.054)
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
Net asset value,
end of year. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= ======= ======= ======= ======= ======= ======
TOTAL INVESTMENT RETURN.. 6.00%(2) 6.81% 8.88% 8.56% 7.10% 4.62% 3.14% 3.27% 5.34% 5.51%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets .20%(2) .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net
investment income
to average net assets... 5.93%(2) 6.62% 8.53% 8.19% 6.75% 4.45% 3.12% 3.18% 5.22% 5.35%
Decrease reflected in
above expense ratios
due to undertaking by
The Dreyfus Corporation..... .10% .06% .05% .07% .06% .05% .04% .01% .-- --
Net Assets, end of year
(000's omitted)..........$483,360 $722,268 $777,371 $1,558,493 $2,643,267 $4,103,056.$2,406,604 $1,982,582 $1,951,105 $2,419,830
(1)From September 4, 1986 (commencement of operations) to July 31, 1987.
(2)Annualized.
</TABLE>
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Participant Shares. Both yield figures are based on historical
earnings and are not intended to indicate future performance. It can be
expected that these yields will fluctuate substantially. The yield for
Participant Shares of the Fund refers to the income generated by an
investment in Participant Shares of the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then annualized.
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The effective yield is calculated similarly,
but, when annualized, the income earned by an investment in Participant
Shares of the Fund is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this
assumed reinvestment. A Fund's yield and effective yield for Participant
Shares may reflect absorbed expenses pursuant to any undertaking that may be
in effect. See "Management of the Funds."
Yield information is useful in reviewing the performance of a Fund's
Participant Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.

DESCRIPTION OF THE FUNDS
GENERAL

INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its objective in the manner
described below. Securities in which a Fund invests may not earn as high a
level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
Page 5
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.

In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by each Fund's Board to present minimal credit risks
and, in the case of Dreyfus New York Municipal Cash Management, which are
rated in one of the two highest rating categories for debt obligations by at
least two nationally recognized statistical rating organizations (or one
rating organization if the instrument was rated by only one such
organization) or, if unrated, are of comparable quality as determined in
accordance with procedures established by the Board. The nationally
recognized statistical rating organizations currently rating instruments of
the type Dreyfus New York Municipal Cash Management may purchase are Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"),
Duff & Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"),
IBCA Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating
criteria are described in "Appendix B" to the Statement of Additional
Information. For further information regarding the amortized cost method of
valuing securities, see "Determination of Net Asset Value" in the Statement
of Additional Information. There can be no assurance that a Fund will be able
to maintain a stable net asset value of $1.00 per share.

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- To accomplish its investment
objective, the Fund invests primarily in debt securities of the State of New
York, its political subdivisions, authorities and corporations, the interest
from which is, in the opinion of bond counsel to the issuer, exempt from
Federal, New York State, and New York City income taxes (collectively, "New
York Municipal Obligations"). To the extent acceptable New York Municipal
Obligations are at any time unavailable for investment by the Fund, the Fund
will invest, for temporary defensive purposes, primarily in other debt
securities the interest from which is, in the opinion of bond counsel to the
issuer, exempt from Federal, but not New York State or New York City, income
tax. Debt securities the interest from which is, in the opinion of bond
counsel to the issuer, exempt from Federal income tax ("Municipal
Obligations") generally include debt obligations issued to obtain funds for
various public purposes as well as certain industrial development bonds
issued by or on behalf of public authorities. Municipal Obligations bear
fixed, floating or variable rates of interest. See "Appendix_Certain
Portfolio Securities."

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

DREYFUS TREASURY CASH MANAGEMENT -- To achieve its investment objective, the
Fund invests in securities issued or guaranteed as to principal and interest
by the U.S. Government and repurchase agreements in respect of these
securities. See "Appendix--Certain Portfolio Securities." The Fund is
classified as a diversified investment company.

INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This is expected to result in high portfolio
turnover but should not adversely affect the Fund since each Fund usually
will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such secu-
Page 6
rity, if sold, might be sold at a price greater than its purchase cost.
In either instance, if the security was purchased at face value and held
to maturity, no gain or loss would be realized.

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

NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The
classification of the Fund as a "non-diversified" investment company means
that the proportion of the Fund's assets that may be invested in the
securities of a single issuer is not limited by the 1940 Act. A "diversified"
investment company is required by the 1940 Act generally, with respect to 75%
of its total assets, to invest not more than 5% of such assets in the
securities of a single issuer. Since a relatively high percentage of the
Fund's assets may be invested in the obligations of a limited number of
issuers, the Fund's investments may be more sensitive to changes in the
market value of a single issuer. However, to meet Federal tax requirements,
at the close of each quarter the Fund may not have more than 25% of its total
assets invested in any one issuer and, with respect to 50% of total assets,
not more than 5% of its total assets invested in any one issuer. These
limitations do not apply to U.S. Government securities.
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to
Page 7
invest in, or dispose of, the same securities as a Fund, available investments
or opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
MANAGEMENT OF THE FUNDS

As to each Fund's Participant Shares, unless The Dreyfus Corporation
gives such Fund's investors at least 90 days' notice to the contrary, The
Dreyfus Corporation, and not the Fund, will be liable for all expenses of the
Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the following expenses, which will be
borne by each Fund: (i)the management fee payable by the Fund monthly at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets
and (ii) payments made pursuant to each Fund's Service Plan at the annual
rate of .40 of 1% of the value of the Fund's average daily net assets
attributable to Participant Shares. No Fund will reimburse The Dreyfus
Corporation for any amounts it may bear.

HOW TO BUY SHARES

GENERAL

The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Participant Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts maintained
by individuals. Generally, each investor will be required to open a single
master account with the Fund for all purposes. In certain cases, the Fund may
request investors to maintain separate master accounts for shares held by the
investor (i) for its own account, for the account of other institutions and for
accounts for which the institution acts as a fiduciary, and (ii) for accounts
for which the investor acts in some other capacity. An institution may
arrange with the Transfer Agent for sub-accounting services and will be
charged directly for the cost of such services.
Page 8
The minimum initial investment to purchase Participant Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of a Fund, Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus Treasury
Prime Cash Management; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Participant Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Participant Shares may be purchased by wire, by telephone or through
compatible computer facilities. 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 computer facilities are
compatible with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Participant Shares are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").

A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 2:00 p.m.,
California time, and the shares purchased will receive
Page 9
the dividend declared on that day, if such order is placed by 12:00 Noon,
California time, and Federal Funds are received by the Sub-custodian by
4:00 p.m., California time, on that day.

SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Participant
Shares of a Fund, Participant Shares of the other Fund or of Dreyfus Cash
Management, Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management or Dreyfus Treasury Prime Cash Management, which have different
investment objectives and management policies that may be of interest to
investors. Upon an exchange into a new account the following shareholder
services and privileges, as applicable and where available, will be
automatically carried over to the fund into which the exchange is made:
Telephone Exchange Privilege, Redemption by Wire or Telephone, Redemption
Through Compatible Computer Facilities and the dividend/capital gain
distribution option selected by the investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Before any
exchange into a fund offered by another prospectus, the investor must obtain
and should review a copy of the current prospectus of the fund into which the
exchange is being made. Prospectuses may be obtained by calling one of the
telephone numbers listed under "General Information" in this Prospectus.
Shares will be exchanged at the net asset value next determined after receipt
of an exchange request in proper form. No fees currently are charged
investors directly in connection with exchanges, although the Fund reserves
the right, upon not less than 60 days' written notice, to charge investors a
nominal fee in accordance with rules promulgated by the Securities and
Exchange Commission. Each Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."
An investor who wishes to redeem Participant Shares and purchase
shares of another class of a Fund identified above identified above should
contact Dreyfus Institutional Services Division by calling one of the
telephone numbers listed under "General Information" in this Prospectus, and
should obtain a prospectus for the relevant share class which the investor
wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Participant Shares of a Fund, in Participant Shares
of the other Fund or of Dreyfus Cash Management, Dreyfus Cash Management
Plus, Inc., Dreyfus Government Cash Management, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus Treasury Prime
Cash Management, if the investor is a shareholder in such fund. The amount an
investor designates, which can be expressed either in terms of a specific
dollar or share amount, will be exchanged automatically on the first and/or
fifteenth of the month according to the schedule that the investor has
selected. Shares will be exchanged at the then-current net asset value. The
right to exercise this Privilege may be modified or cancelled by the Fund or
the Transfer Agent. An investor may modify or cancel the exercise of this
Privilege at any time by mailing written notification to Dreyfus Institutional
Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th Floor,
Uniondale, New York 11556-0144. Each Fund may charge a service fee for the use
of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege and the funds eligible to participate
in this Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form,
please call one of the telephone numbers listed under "General Information."
See "Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Participant Shares at any time
and the shares will be redeemed at the next determined net asset value.

Neither Fund imposes charges when Participant Shares are redeemed.
Service Agents or other institutions may charge their clients a nominal fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.

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

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- If a request for redemption is
received in proper form by Dreyfus Institutional Services Division 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. If the
request is received later that day by Dreyfus Institutional Services
Division, 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.

Page 10

PROCEDURES
Investors may redeem Participant Shares by wire or telephone, or
through compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.

During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Participant Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Participant Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Participant Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE COMPUTER FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through compatible
computer facilities. Investors desiring to redeem shares in this manner
should call Dreyfus Institutional Services Division at one of the telephone
numbers listed under "General Information" to determine whether their
computer facilities are compatible and to receive instructions for redeeming
Participant Shares in this manner.
SERVICE PLAN

Participant Shares of each Fund are subject to a separate Service
Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under each Service
Plan, the Fund (a) reimburses the Distributor for distributing Participant
Shares and (b) pays The Dreyfus Corporation, Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, and any affiliate of
either of them (collectively, "Dreyfus") for advertising and marketing
Participant Shares and for providing certain services relating to accounts of
holders of Participant Shares, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts ("Servicing"), at an
aggregate annual rate of .40 of 1% of the value of the Fund's average daily
net assets attributable to Participant Shares. Each of the Distributor and
Dreyfus may pay one or more Service Agents a fee in respect of the Fund's
Participant Shares owned by shareholders with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the dealer or holder
of record. Each of the Distributor and Dreyfus determines the amounts, if
any, to be paid to Service Agents under the Service Plan and the basis on
which such payments are made. Generally, Service Agents will provide holders
of Participant Shares a consolidated statement, checkwriting privileges,
automated teller machine access, and bill paying services. The fee payable
for Servicing is intended to be a "service fee" as defined under Rule 2830 of
the NASD Conduct Rules. The fees payable under the Service Plan are payable
without regard to actual expenses incurred.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange is open for business. Participant Shares
begin earning income dividends on the day the purchase order is effective.
The Fund's earnings for Saturdays, Sundays and holidays are declared as
dividends on the prior business day. Dividends usually are paid on the last
calendar day of each month, and are automatically reinvested in additional
Participant Shares at net asset value or, at the investor's option, paid in
cash. If an investor redeems all Participant Shares in its account at any
time during the month, all dividends to which the investor is entitled will
be paid along with the proceeds of the redemption. An omnibus accountholder
may indicate in a partial redemption request that a portion of any accrued
dividends
Page 11
to which such account is entitled belongs to an underlying accountholder who
has redeemed all shares in his or her account, and such portion of the
accrued dividends will be paid to the accountholder along with the proceeds
of the redemption. Distributions from net realized securities gains, if any,
generally are declared and paid once a year, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. Neither Fund will make distributions from net
realized securities gains unless capital loss carryovers, if any, have been
utilized or have expired. Investors may choose whether to receive distributions
in cash or to reinvest in additional Participant Shares at net asset value.
All expenses are accrued daily and deducted before declaration of dividends
to investors. Dividends paid by each class of shares will be calculated at
the same time and in the same manner and will be in the same amount, except
that the expenses attributable solely to a class will be borne exclusively by
such class.

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

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

Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For Dreyfus New York Municipal Cash Management, these
statements will set forth the dollar amount of income exempt from Federal,
New York State, and New York City taxes and the dollar amount, if any, subject
to such taxes. These dollar amounts will vary depending on the size and length
of time of the investor's investment in the Fund. If Dreyfus New York Municipal
Cash Management pays dividends derived from taxable income, it intends to
designate as taxable the same percentage of the day's dividend as the actual
taxable income earned on that day bears to total income earned on that day.
Thus, the percentage of the dividend designated as taxable, if any, may vary
from day to day.
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a share-
Page 12
holder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.

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

Dreyfus New York Municipal Cash Management and Dreyfus Treasury Cash
Management each were organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts pursuant to a separate Agreement
and Declaration of Trust (the "Trust Agreement") dated September 12, 1990 and
June 4, 1986, respectively, and commenced operations November 4, 1991 and
September 4, 1986, respectively. Each Fund is authorized to issue an
unlimited number of shares of beneficial interest, par value $.001 per share.
Each Fund's shares are classified into four classes. Each share has one vote
and shareholders will vote in the aggregate and not by class, except as
otherwise required by law or with respect to any matter which affects only
one class. Holders of Participant Shares, however, will be entitled to vote
on matters submitted to shareholders pertaining to the Service Plan.

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

Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Institutional Shares should call
toll free 1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that one Fund might become liable for any misstatement in this Prospectus
about the other Fund. Each Fund's Board has considered this factor in
approving the use of this combined Prospectus.
Page 13

APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY -- Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser or 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.
FORWARD COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The Fund
may purchase Municipal Obligations and other securities on a forward
commitment or when-issued basis, which means that delivery and payment take
place a number of days after the date of the commitment to purchase. The
payment obligation and the interest rate receivable on a forward commitment
or when-issued security are fixed when the Fund enters into the commitment,
but the Fund does not make payment until it receives delivery from the
counterparty. The Fund will commit to purchase such securities only with the
intention of actually acquiring the securities, but the Fund may sell these
securities before the settlement date if it is deemed advisable. A segregated
account of the Fund consisting of permissible liquid assets at least equal at
all times to the amount of the commitments will be established and maintained
at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS TREASURY CASH MANAGEMENT) -- The 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.
REPURCHASE AGREEMENTS (DREYFUS TREASURY CASH MANAGEMENT) -- The Fund may enter
into repurchase agreements with certain banks or non-bank dealers. In a
repurchase agreement, the Fund buys, and the seller agrees to repurchase, a
security at a mutually agreed upon time and price (usually within seven
days). The repurchase agreement thereby determines the yield during the
purchaser's holding period, while the seller's obligation to repurchase is
secured by the value of the underlying security. Repurchase agreements could
involve risks in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon the Fund's
ability to dispose of the underlying securities.
MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally
do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.

CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT)
- -- The 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 amounts borrowed. Frequently, such obligations
are secured by letters of credit or other credit support arrangements
provided by banks. Changes in the credit quality of banks and other financial
institutions that provide such credit or liquidity enhancements to the Fund's
portfolio securities could cause losses to the Fund and affect its share
price. Because these obligations are direct lending arrangements between the
lender and borrower, it is not contemplated that such instruments generally
will be traded, and there generally is no established secondary market for
these obligations, although they are redeemable at face value plus accrued
interest. Accordingly, where these obligations are not secured by letters of
credit or other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand. Each obligation purchased by the Fund will meet the quality criteria
established for the purchase of Municipal Obligations.

TAXABLE INVESTMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To the
extent set forth in this Prospectus, the Fund may invest in Taxable
Investments consisting of: notes of issuers having, at the time of purchase,
a quality rating within the two highest grades of Moody's, S&P or Fitch;
obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management
Policies_Portfolio Securities" in the Statement of Additional Information for
more information on these kinds of investments. Dividends paid by the Fund
that are attributable to income earned by the Fund from Taxable Investments
will be taxable to investors. See "Dividends, Distributions and Taxes."
Except for temporary defensive purposes, at no time will more than 20% of the
value of the Fund's net assets be invested in Taxable Investments. 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, the Fund anticipates
that not more than 5% of the value of its total assets will be invested in
any one category of Taxable Investments.

COMBINED
PROSPECTUS
FOR
Dreyfus New York
Municipal
Cash Management

Dreyfus Treasury
Cash Management
[PARTICIPANT SHARES]

Registration Mark

Copy Rights 1996 Dreyfus Service Corporation
595/598p112096

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)
NOVEMBER 20, 1996
(FOR INSTITUTIONAL SHARES, ADMINISTRATIVE SHARES, INVESTOR SHARES
AND PARTICIPANT SHARES)

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
for each class of shares of Dreyfus New York Municipal Cash Management and
Dreyfus Treasury Cash Management (each, a "Fund" and collectively, the
"Funds"), each dated November 20, 1996, as they 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 a Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or, in the case of institutional investors, call the following
numbers:

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

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

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

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

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

TABLE OF CONTENTS

Page

Investment Objective and Management Policies . . . . . . . . . B-3
Management of the Funds. . . . . . . . . . . . . . . . . . . . B-9
Management Agreements. . . . . . . . . . . . . . . . . . . . . B-13
How to Buy Shares. . . . . . . . . . . . . . . . . . . . . . . B-15
Service Plans. . . . . . . . . . . . . . . . . . . . . . . . . B-16
Shareholder Services Plans . . . . . . . . . . . . . . . . . . B-17
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . . B-18
Determination of Net Asset Value . . . . . . . . . . . . . . . B-19
Shareholder Services . . . . . . . . . . . . . . . . . . . . . B-20
Dividends, Distributions and Taxes . . . . . . . . . . . . . . B-21
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . B-21
Yield Information . . . . . . . . . . . . . . . . . . . . . . B-22
Information About the Funds. . . . . . . . . . . . . . . . . . B-23
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors. . . . . . . . . . . . . B-24
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . B-25
Appendix B . . . . . . . . . . . . . . . . . . . . . . . . . . B-37
Appendix C . . . . . . . . . . . . . . . . . . . . . . . . . . B-41
Financial Statements and Reports of Independent Auditors . . . B-42

INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

Portfolio Securities

Municipal Obligations. (Dreyfus New York Municipal Cash Management)
Dreyfus New York Municipal Cash Management's average distribution of
investments (at value) in Municipal Obligations by ratings for the fiscal
year ended July 31, 1996, computed on a monthly basis, was as follows:

Fitch Moody's Standard
Investors Investors & Poor's
Service, L.P Service, Inc. Ratings Group Percentage
("Fitch") ("Moody's") ("S&P") of Value
____________ or _____________ or __________ _________

F-1+/F-1 VMIG 1/MIG 1, SP-1+/SP-1,
P-1 A-1+/A-1 93.0%
AAA/AA Aaa/Aa AAA/AA 4.8%
Not Rated Not Rated Not Rated 2.2%1
100.0%
________________

1 Included in the Not Rated category are securities comprising 2.2% of
the market value of Dreyfus New York Municipal Cash Management which, while
not rated, have been determined by the Manager to be of comparable quality
to the VMIG 1/MIG 1 or SP-1+/SP-1 rating categories.

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

Floating and variable rate demand notes and bonds are tax exempt
obligations ordinarily having stated maturities in excess of 13 months, but
which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not more
than 30 days' notice. The issuer of such obligations ordinarily has a
corresponding right, after a given period, to prepay in its discretion the
outstanding principal amount of the obligations plus accrued interest upon
a specified number of days' notice to the holders thereof. The interest
rate on a floating rate demand obligation is based on a known lending rate,
such as a bank's prime rate, and is adjusted automatically each time such
rate is adjusted. The interest rate on a variable rate demand obligation
is adjusted automatically at specified intervals.

The yields on Municipal Obligations are dependent on a variety of
factors, including general economic and monetary conditions, money market
factors, conditions in the Municipal Obligations market, size of a
particular offering, maturity of the obligation, and rating of the issue.
The imposition of the management fee and the fees paid under each Fund's
Service Plan with respect to Administrative Shares, Investor Shares, and
Participant Shares will have the effect of reducing the yield to investors.

Municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations") have special risks not
ordinarily associated with Municipal Obligations. Although lease
obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation
ordinarily is backed by the municipality's covenant to budget for,
appropriate and make the payments due under the lease obligation. However,
certain lease obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease or installment
purchase payments in future years unless money is appropriated for such
purpose on a yearly basis. In addition to the "non-appropriation" risk,
these securities represent a relatively new type of financing that has not
yet developed the depth of marketability associated with more conventional
bonds. 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 by only one such
organization) or (2) if unrated, are purchased principally from the issuer
or domestic banks or other responsible third parties, in each case only if
the seller shall have entered into an agreement with the Fund providing
that the seller or other responsible third party will either remarket or
repurchase the 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 the Fund's net assets will be invested in lease
obligations that are illiquid and in other illiquid securities.

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

To the extent that the ratings given by Moody's, S&P or Fitch may
change as a result of changes in such organizations or their rating
systems, the Fund will attempt to use comparable ratings as standards for
its investments in accordance with the investment policies contained in the
Fund's Prospectus 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. (Dreyfus New York Municipal Cash Management)
Securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. Some obligations issued
or guaranteed by U.S. Government agencies and instrumentalities are
supported by the full faith and credit of the U.S. Treasury; others by the
right of the issuer to borrow from the U.S. Treasury; others by
discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. Interest may fluctuate based on generally
recognized reference rates or the relationship of rates. While the U.S.
Government provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will
always do so, since it is not so obligated by law. The Fund will invest in
such securities only when it is satisfied that the credit risk with respect
to the issuer is minimal.

Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs.

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

Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Investments in time deposits generally are limited to London branches of
domestic banks that have total assets in excess of one billion dollars.
Time deposits which may be held by the Fund will not benefit from insurance
from the Bank Insurance Fund or the Savings Association Insurance Fund
administered by the Federal Deposit Insurance Corporation.

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

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

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

Investment Considerations and Risks

Investing in New York Municipal Obligations. (Dreyfus New York
Municipal Cash Management) Each investor should consider carefully the
special risks inherent in investing in New York Municipal Obligations by
the Fund. These risks result from the financial condition of New York
State and certain of its public bodies and municipalities, including New
York City. Beginning in early 1975, New York State, New York City and
other State entities faced serious financial difficulties which jeopardized
the credit standing and impaired the borrowing abilities of such entities
and contributed to high interest rates on, and lower market prices for,
debt obligations issued by them. A recurrence of such financial
difficulties or a failure of certain financial recovery programs could
result in defaults or declines in the market values of various New York
Municipal Obligations in which the Fund may invest. If there should be a
default or other financial crisis relating to New York State, New York
City, a State or City agency, or a State municipality, the market value and
marketability of outstanding New York Municipal Obligations in the Fund's
portfolio and the interest income to the Fund could be adversely affected.
Moreover, the national recession and the significant slowdown in the New
York and regional economies in the early 1990s added substantial
uncertainty to estimates of the State's tax revenues, which, in part,
caused the State to incur cash-basis operating deficits in the General Fund
and issue deficit notes during the fiscal periods 1989 through 1992. The
State's financial operations have improved, however, during recent fiscal
years. For its fiscal periods 1993 through 1996, the state recorded
balanced budgets on a cash basis, with substantial fund balances in the
General Fund in fiscal 1992-93 and 1993-94 and smaller fund balances in
fiscal 1994-95 and 1995-96. After reflecting a 1993 year-end deposit to
the refund reserve account of $671 million, reported 1993 General Fund
receipts were $45 million higher than originally projected in April 1992.
The State completed the 1994 and 1995 fiscal years with operating surpluses
of $914 million and $158 million, respectively. There can be no assurance
that New York will not face substantial potential budget gaps in future
years. For its fiscal periods 1993 through 1996, the State recorded
balanced budgets on a cash basis, with substantial fund balances in the
General Fund in fiscal 1992-93 and 1993-94, and small fund balances in
fiscal 1994-95 and 1995-96. Investors should review "Appendix A" which
more fully sets forth these and other risk factors.

Investment Restrictions

Dreyfus New York Municipal Cash Management. Dreyfus New York
Municipal Cash Management has adopted investment restrictions numbered 1
through 9 as fundamental policies, which cannot be changed without approval
by the holders of a majority (as defined in the Investment Company Act of
1940, as amended (the "1940 Act")) of the Fund's outstanding voting shares.

Investment restriction number 10 is not a fundamental policy and may be
changed by vote of a majority of the Fund's Board members at any time.
Dreyfus New York Municipal Cash Management may not:

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

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

For purposes of investment restriction no. 8, industrial development
bonds, where the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are grouped together
as an "industry."

* * * *

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

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

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.

* * * *

Both Funds. If a percentage restriction is adhered to at the time of
investment, a later increase in percentage resulting from a change in
values or assets will not constitute a violation of that Fund's
restriction.

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

MANAGEMENT OF THE FUNDS

Board members and officers of each Fund, together with information as
to their principal business occupations during at least the last five
years, are shown below. Each Board member who is deemed to be an
"interested person" of the Funds, as defined in the 1940 Act, is indicated
by an asterisk.

Board Members of the Funds

*DAVID W. BURKE, Board Member. Chairman of the Broadcasting Board of
Governors, an independent board within the United States Information
Agency, since August 1995. From August 1994 through December 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 the national television news, as Vice-President and Executive Vice
President of ABC News, and subsequently as President of CBS News. Mr.
Burke is 60 years old and his address is Box 654, Eastham,
Massachusetts 02642.

ISABEL P. DUNST, Board Member. Partner in the law firm of Hogan & Hartson,
since 1990. From 1986 to 1990, Deputy General Counsel of the United
States Department of Health and Human Services. Until May 1995, she
was a Trustee of the Clients Security Fund of the District of Columbia
Bar and President of Temple Sinai. Ms. Dunst is 49 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
Senior Staff Vice President and Chief Economist of Mortgage Bankers
Association of America from 1985 to May 1992. Since February 1993, a
director of CWM Mortgage Holdings, Inc. and, since February 1996, a
director of NUWave Technology, Inc. From 1980 to 1985, member of the
Board of Governors of the Federal Reserve System. Mr. Gramley is 69
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. From January 1981 to
January 1993, Mr. Rudman served as a United States Senator from the
State of New Hampshire. Since May 1993, Mr. Rudman has served as a
director of Collins & Aikman Corporation. Since January 1993, Mr.
Rudman also has served as a director of Chubb Corporation and of the
Raytheon Company. He has served as Vice Chairman of the President's
Foreign Intelligence Advisory Board since January 1993. From January
1993 to December 1994, Mr. Rudman served as Vice Chairman of the
Federal Reserve Bank of Boston. Since 1988, Mr. Rudman has served as
a trustee of Boston College and since 1986 as a member of the Senior
Advisory Board of the Institute of Politics of the Kennedy School of
Government at Harvard University. Mr. Rudman is 65 years old and his
address is 1615 L Street, N.W., Suite 1300, Washington D.C. 20036.

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

For so long as a Fund's plan described in the sections captioned
"Service Plans" or "Shareholder Services Plans" remain 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 are entitled to receive an annual retainer and a per
meeting fee and reimbursement for their expenses. 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 amount of
compensation payable to each Board member by each Fund for the fiscal year
ended July 31, 1996, and by all funds in the Dreyfus Family of Funds for
which such person is a Board member (the number of which is set forth in
parenthesis next to each Board member's total compensation) for the year
ended December 31, 1995, were as follows:

Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex Paid
Member and Fund Fund(1)(2) to Board Member

David W. Burke $253,654
(53)

Dreyfus New York Municipal Cash Management $3,500
Dreyfus Treasury Cash Management $5,500

Isabel P. Dunst $46,500 (8)

Dreyfus New York Municipal Cash Management $3,000
Dreyfus Treasury Cash Management $5,000

Lyle E. Gramley $46,500 (8)

Dreyfus New York Municipal Cash Management $3,500
Dreyfus Treasury Cash Management $5,500

Warren B. Rudman $85,500 (18)

Dreyfus New York Municipal Cash Management $3,000
Dreyfus Treasury Cash Management $5,000

_________________________________________

(1) Amount does not include reimbursed expenses for attending Board meetings,
which, for all Board members as a group, amounted to $614 for each of Dreyfus
New York Municipal Cash Management and Dreyfus Treasury Cash Management.
(2) The aggregate compensation payable to each Board member by each Fund was
paid by the Manager. See "Management Agreements."

Officers of the Funds

MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer, and a Director of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
December 1991 to July 1994, she was President and Chief Compliance
Officer of Funds Distributor, Inc., the ultimate parent of which is
Boston Institutional Group, Inc. Prior to December 1991, she served
as Vice President and Controller, and later as Senior Vice President,
of The Boston Company Advisors, Inc. She is 38 years old.

JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President and
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From February 1992
to July 1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as an
associate at Ropes & Gray. He is 32 years old.

ELIZABETH BACHMAN, Vice President and Assistant Secretary. Assistant Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. She is 26 years
old.

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

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

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

JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Treasurer
and Chief Financial Officer of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
July 1988 to August 1994, he was employed by The Boston Company, Inc.
where he held various management positions in the Corporate Finance
and Treasury areas. He is 33 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 such Fund's shares outstanding on November 5, 1996.

Set forth in Appendix C to this Statement of Additional Information
are the shareholders known by each Fund (as indicated) to own of record 5%
or more of such Fund's Institutional Shares or Investor Shares outstanding
on November 5, 1996. No information is provided for each Fund's
Administrative Shares or Participant Shares because such share classes had
not been offered prior to the date of this Statement of Additional
Information.

A shareholder who beneficially owns, directly or indirectly, more than
25% of the Fund's voting securities may be deemed a "control person" (as
defined in the 1940 Act) of the Fund.

MANAGEMENT AGREEMENTS

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

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

The following persons are officers and/or directors of the Manager:
W. Keith Smith, Chairman of the Board; Christopher M. Condron, President,
Chief Executive Officer, Chief Operating Officer and a director; Stephen E.
Canter, Vice Chairman, Chief Investment Officer and a director; Lawrence S.
Kash, Vice Chairman--Distribution and a director; Philip L. Toia, Vice
Chairman--Operations and Administration and a director; William T.
Sandalls, Jr., Senior Vice President and Chief Financial Officer; Elie M.
Genadry, Vice President--Institutional Sales; William F. Glavin, Jr., Vice
President--Corporate Development; Mark N. Jacobs, Vice President, General
Counsel and Secretary; Patrice M. Kozlowski, Vice President--Corporate
Communications; Mary Beth Leibig, Vice President--Human Resources; Jeffrey
N. Nachman, Vice President--Mutual Fund Accounting; Andrew S. Wasser, Vice
President--Information Systems; Elvira Oslapas, Assistant Secretary; and
Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene
and Julian M. Smerling, 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. Dreyfus New York Municipal Cash
Management's portfolio managers are Joseph P. Darcy, A. Paul Disdier,
Douglas J. Gaylor, Karen M. Hand, Stephen C. Kris, Richard J. Moynihan,
Jill C. Shaffro, Samuel J. Weinstock and Monica S. Wieboldt. Dreyfus
Treasury Cash Management's portfolio managers are Robert Fort, Bernard W.
Kiernan, Jr., Garitt Kono, Patricia A. Larkin and Thomas Riordan. The
Manager also maintains a research department with a professional staff of
securities analysts who provide research services for each Fund as well as
for other funds advised by the Manager. All purchases and sales are
reported for the respective Board's review at the meeting subsequent to
such transactions.

The Manager maintains office facilities on behalf of each Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.

As compensation for the Manager's services under the Agreement, each
Fund has agreed to pay the Manager a monthly management fee at the annual
rate of .20 of 1% of the value of its average daily net assets. All fees
and expenses are accrued daily and deducted before declaration of dividends
to investors. The management fees payable by Dreyfus New York Municipal
Cash Management and Dreyfus Treasury Cash Management for the fiscal years
ended July 31, 1994, 1995 and 1996 were $261,339, $217,769, and $210,603,
and $4,804,128, $3,914,096 and $5,232,465, respectively. The amounts
payable by Dreyfus New York Municipal Cash Management and Dreyfus Treasury
Cash Management in fiscal 1994 each were reduced pursuant to an agreement
by the Manager, resulting in net management fees paid of $192,934 and
$4,599,547, respectively.

As to each Fund, unless the Manager gives Fund 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
by the Fund monthly at the annual rate of .20 of 1% of the Fund's average
daily net assets and (ii) as to Administrative Shares, Investor Shares and
Participant Shares, payments made pursuant to the Fund's Service Plan with
respect to such class of shares at the annual rate set forth in such
Service Plan. See "Service Plans."

In addition, each Agreement provides that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the
management fee, exceed, as to Dreyfus New York Municipal Cash Management,
the expense limitation of any state having jurisdiction over the Fund; or,
as to Dreyfus Treasury Cash Management, exceed 1 1/2% of the value of the
Fund's average net assets for the fiscal year, such 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 such Fund's net assets increases.

HOW TO BUY SHARES

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

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

Using Federal Funds. Dreyfus Transfer, Inc., each Fund's transfer and
dividend disbursing agent (the "Transfer Agent"), or the Fund may attempt
to notify the investor upon receipt of checks drawn on banks that are not
members of the Federal Reserve System as to the possible delay in
conversion into Federal Funds and may attempt to arrange for a better means
of transmitting the money. If the investor is a customer of a securities
dealer, bank or other financial institution and his order to purchase Fund
shares is paid for other than in Federal Funds, the securities dealer, bank
or other financial institution, acting on behalf of its customer, will
complete the conversion into, or itself advance, Federal Funds generally on
the business day following receipt of the customer order. The order is
effective only when so converted and received by the Fund's Custodian or,
with respect to the Dreyfus Treasury Cash Management, the Sub-Custodian.
An order for the purchase of Fund shares placed by an investor with a
sufficient Federal Funds or cash balance in his brokerage account with a
securities dealer, bank or other financial institution will become
effective on the day that the order, including Federal Funds, is received
by the Fund's Custodian or, with respect to Dreyfus Treasury Cash
Management, the Sub-Custodian.

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

The following information supplements and should be read in
conjunction with the section in the relevant Fund Prospectus for
Administrative Shares, Investor Shares and Participant Shares (as
applicable) entitled "Service Plan."

Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the 1940 Act provides, among other things, that an
investment company may bear expenses of distributing its shares only
pursuant to a plan adopted in accordance with the Rule. Each Fund's Board
has adopted such a plan (the "Service Plan") with respect to such Fund's
Administrative Shares, Investor Shares and Participant Shares pursuant to
which the Fund reimburses the Distributor for distributing such classes of
shares and pays the Manager, Dreyfus Service Corporation, a wholly-owned
subsidiary of the Manager, and any affiliate of either of them
(collectively, "Dreyfus") for advertising and marketing and for providing
certain services to shareholders of the respective class of shares. Under
the Service Plan, as to each relevant class, the Distributor and Dreyfus
may make payments to certain financial institutions, securities dealers and
other financial industry professionals (collectively, "Service Agents") in
respect to these services. Each Fund's Board believes that there is a
reasonable likelihood that the Fund's Service Plan will benefit the Fund
and the holders of such Fund's Administrative Shares, Investor Shares and
Participant Shares.

A quarterly report of the amounts expended under each Service Plan,
and the purposes for which such expenditures were incurred, must be made to
the respective Board for its review. In addition, each Service Plan
provides that it may not be amended to increase materially the costs which
holders of Administrative Shares, Investor Shares or Participant Shares may
bear pursuant to the Service Plan without the approval of the holders of
the such class of shares and that other material amendments of the Service
Plan must be approved by the Fund's Board and by the Board members who are
not "interested persons" (as defined in the 1940 Act) of the Fund and have
no direct or indirect financial interest in the operation of the Service
Plan or in any agreements entered into in connection with the Service Plan,
by vote cast in person at a meeting called for the purpose of considering
such amendments. Each Fund's Service Plan is subject to annual approval by
such vote of its Board members cast in person at a meeting called for the
purpose of voting on the Service Plan. Each Service Plan was last so
approved by the Board members of the respective Fund at a meeting held on
May 22, 1996. Each Service Plan may be terminated 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 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
Investor Shares ("Distributor Payments") and (ii) to Dreyfus for
advertising and marketing Investor Shares and for providing services to
holders of Investor Shares ("Dreyfus Payments") for each Fund's fiscal year
ended July 31, 1996. No data is provided with respect to Administrative
Shares or Participant Shares as such classes had not been offered as of the
fiscal year end.

Total Amount
Paid Pursuant to
Service Plan (as to Distributor Dreyfus
Name of Fund Investor Shares only) Payments Payments

Dreyfus New York
Municipal Cash
Management $ 21,087 $ 21,029 $ 58

Dreyfus Treasury
Cash Management $354,981 $211,182 $143,799

SHAREHOLDER SERVICES PLANS
(INSTITUTIONAL SHARES ONLY)

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

Each Fund, as to its Institutional Shares only, has adopted a
Shareholder Services Plan (the "Plan") pursuant to which the Fund has
agreed to reimburse Dreyfus Service Corporation for certain allocated
expenses of providing personal services and/or maintaining shareholder
accounts. The services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to
the maintenance of shareholder accounts.

A quarterly report of the amounts expended under each Plan, and the
purposes for which such expenditures were incurred, must be made to the
respective Board for its review. In addition, each Plan provides that
material amendments of the Plan must be approved by the Fund's Board, and
by the Board members who are not "interested persons" (as defined in the
1940 Act) of the Fund or the Manager and have no direct or indirect
financial interest in the operation of the Plan, by vote cast in person at
a meeting called for the purpose of considering such amendments. Each Plan
is subject to annual approval by such vote of the Board members of such
Fund cast in person at a meeting called for the purpose of voting on the
Plan. Each Plan was last so approved at a meeting held on May 22, 1996.
Each Plan is terminable at any time by vote of a majority of the Board
members who are not "interested persons" and have no direct or indirect
financial interest in the operation of such Plan.

For the fiscal year ended July 31, 1996, the amounts payable by each
Fund pursuant to its Plan, with respect to Institutional Shares, were borne
directly by the Manager pursuant to an agreement in effect. See
"Management Agreements."

HOW TO REDEEM SHARES

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

Redemption by Wire or Telephone. By using this procedure, the
investor authorizes the Transfer Agent, to act on wire or telephone
redemption instructions from any person representing himself or herself to
be an authorized representative of the investor, and reasonably believed by
the Transfer Agent to be genuine. Ordinarily, each Fund will initiate
payment for shares redeemed pursuant to this procedure on the same business
day if Dreyfus Institutional Services Division receives the redemption
request in proper form (i) by 12:00 p.m., New York time, on such day for
Dreyfus New York Municipal Cash Management; or (ii) at its New York office,
by 5:00 p.m., New York time; or at its Los Angeles office by 12:00 Noon,
California time, on such day for Dreyfus Treasury Cash Management;
otherwise such Fund will initiate payment on the next business day.
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 inform the operator of the
Transfer Agent's answer back sign.

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

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

DETERMINATION OF NET ASSET VALUE

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

Amortized Cost Pricing. The valuation of each Fund's portfolio
securities is based upon their amortized cost which does not take into
account unrealized capital gains or losses. This involves valuing an
instrument at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. While
this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the instrument.

Each Fund's Board has established, as a particular responsibility
within the overall duty of care owed to the Fund's investors, procedures
reasonably designed to stabilize the Fund's price per share as computed for
the purpose of purchases and redemptions at $1.00. Such procedures include
review of the Fund's portfolio holdings by the Fund's Board, at such
intervals as it deems appropriate, to determine whether the Fund's net
asset value calculated by using available market quotations or market
equivalents deviates from $1.00 per share based on amortized cost. In such
review, investments for which market quotations are readily available will
be valued at the most recent bid price or yield equivalent for such
securities or for securities of comparable maturity, quality and type, as
obtained from one or more of the major market makers for the securities to
be valued. Other investments and assets will be valued at fair value as
determined in good faith by the Fund's Board. With respect to Dreyfus New
York Municipal Cash Management, 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 the Fund's
investments based on methods which include consideration of: yields or
prices of municipal obligations of comparable quality, coupon, maturity,
and type; indications of values from dealers; and general market
conditions. The Service also may employ electronic data processing
techniques and/or a matrix system to determine valuations.

The extent of any deviation between the Fund's net asset value per
share based upon available market quotations or market equivalents and
$1.00 per share based on amortized cost will be examined by the Fund's
Board. If such deviation exceeds 1/2 of 1%, the Fund's Board will consider
promptly what action, if any, will be initiated. In the event the Fund's
Board determines that a deviation exists which may result in material
dilution or other unfair results to investors or existing shareholders, it
has agreed to take such corrective action as it regards as necessary and
appropriate including: selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends or paying distributions from capital or capital
gains; redeeming shares in kind; or establishing a net asset value per
share by using available market quotations or market equivalents.

New York Stock Exchange Closings. The holidays (as observed) on which
the New York Stock Exchange are closed currently are: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.

SHAREHOLDER SERVICES

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

Fund Exchanges. Shares of one class of a Fund may be exchanged for
shares of the same class of the other Fund or of Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund (which offers Institutional
Shares and Investor Shares only), Dreyfus Municipal Cash Management Plus,
Dreyfus Tax Exempt Cash Management, and Dreyfus Treasury Prime Cash
Management. 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 the other class of shares of a Fund identified above
should contact Dreyfus Institutional Services Division by calling one of
the telephone numbers listed on the cover page of this Statement of
Additional Information, and should obtain a prospectus for the relevant
share class which the investor wishes to purchase.

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

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

PORTFOLIO TRANSACTIONS

Portfolio securities ordinarily are purchased directly from the issuer
or from an underwriter or a market maker for the securities. Usually no
brokerage commissions are paid by either Fund for such purchases.
Purchases from underwriters of portfolio securities may include a
concession paid by the issuer to the underwriter and the purchase price
paid to, and sales price received from, market makers for securities may
reflect the spread between the bid and asked price. No brokerage
commissions have been paid by either 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 on their sale of Fund shares.

Research services furnished by brokers through which a Fund effects
securities transactions may be used by the Manager in advising other funds
it advises and, conversely, research services furnished to the Manager by
brokers in connection with other funds the Manager advises may be used by
the Manager in advising each Fund. Although it is not possible to place a
dollar value on these services, it is the opinion of the Manager that the
receipt and study of such services should not reduce the overall expenses
of its research department.

YIELD INFORMATION

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

No yield information is provided with respect to each Fund's
Administrative Shares and Participant Shares as such classes of shares had
not been offered as of the date of the financial statements incorporated by
reference into this Statement of Additional Information.

For the seven-day period ended July 31, 1996, the yield and effective
yield for Institutional Shares and Investor Shares of each Fund were as
follows:

Name of Fund and Class Yield Effective Yield

Dreyfus New York Municipal
Cash Management
Institutional Shares 3.27% 3.32%
Investor Shares 3.03% 3.08%

Dreyfus Treasury Cash Management
Institutional Shares 5.17% 5.30%
Investor Shares 4.92% 5.04%

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. The Yield figures
for the Fund's Investor Shares take into account distribution and servicing
fees under the Fund's Service Plan. 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 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 Dreyfus New York Municipal Cash Management, 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 combined 1996 Federal, New York
State and New York City personal income tax rate of 46.60%, the tax
equivalent yield for Institutional Shares and Investor Shares of Dreyfus
New York Municipal Cash Management for the 7-day period ended July 31, 1996
was 6.12% and 5.67%, respectively. The tax equivalent yield noted above
represents the application of the highest Federal, New York State and New
York City marginal personal income tax rate currently in effect. For
Federal income tax purposes, a 39.6% tax rate has been used. For New York
State and New York City personal income tax purposes, tax rates of 7.125%
and 4.46%, respectively, have been used. The tax equivalent figure,
however, does not include the potential effect of any state or local
(including, but not limited to, county, district or city) taxes, including
applicable surcharges. In addition, there may be pending legislation which
could affect such stated tax rate or yield. 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, the Fund may use hypothetical tax equivalent yields or charts
in its advertising. These hypothetical yields or charts will be used for
illustrative purposes only and not as representative of the Fund's past or
future performance.

Yields will fluctuate and are not necessarily representative of future
results. The investor should remember that yield is a function of the type
and quality of the instruments in the portfolio, portfolio maturity and
operating expenses. An investor's principal in the Fund is not guaranteed.

See "Determination of Net Asset Value" for a discussion of the manner in
which a Fund's price per share is determined.

From time to time, advertising materials for a Fund may refer to or
discuss then-current or past economic conditions, developments and/or
events, or actual or proposed tax legislation. From time to time,
advertising materials for a Fund may also refer to statistical or other
information concerning trends relating to investment companies, as compiled
by industry associations such as the Investment Company Institute.

INFORMATION ABOUT THE FUNDS

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

Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and nonassessable.

Fund shares have no preemptive, subscription or conversion rights and are
freely transferable.

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

In early 1974, the Manager commenced offering the first money market
fund to be widely offered on a retail basis, Dreyfus Liquid Assets, Inc.
Money market mutual funds have subsequently grown into a multi-billion
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 October 31, 1996, the total net assets of all of the
funds composing the Dreyfus Family of Cash Management Funds amounted to
approximately $25 billion.

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

Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, P.O.
Box 9671, Providence, Rhode Island 02940-9671, is each Fund's transfer and
dividend disbursing agent. Under a separate Transfer Agency Agreement with
each Fund, the Transfer Agent arranges for the maintenance of shareholder
account records for the Fund, the handling of certain communications
between shareholders and the Fund and the payment of dividends and
distributions payable by the Fund. For these services, the Transfer Agent
receives a monthly fee computed on the basis of the number of shareholder
accounts it maintains for the Fund during the month, and is reimbursed for
certain out-of-pocket expenses. The fees payable by each Fund to the
Transfer Agent are borne directly by the Manager pursuant to an agreement
in effect. See "Management Agreements."

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

Wells Fargo Bank, N.A., 707 Wilshire Boulevard, Los Angeles,
California 90017, serves as sub-custodian for the investments of Dreyfus
Treasury Cash Management.

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

Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for each Fund, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance of
the shares being sold pursuant to each Fund Prospectus.

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

APPENDIX A

INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS

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

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

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

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

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

The State Financial Plan was based upon forecasts of national and
State economic activity. Economic forecasts have frequently failed to
predict accurately the timing and magnitude of changes in the national and
the State economies. Many uncertainties exist in forecasts of both the
national and State economies, including consumer attitudes toward spending,
Federal financial and monetary policies, the availability of credit and the
condition of the world economy, which could have an adverse effect on the
State. There can be no assurance that the State economy will not
experience worse-than-predicted results, with corresponding material and
adverse effects on the State's projections of receipts and disbursements.

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

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

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

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

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

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

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

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

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

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

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

State Financial Plan--Cash-Basis Results--General Fund. The General
Fund is the principal operating fund of the State and is used to account
for all financial transactions, except those required to be accounted for
in another fund. It is the State's largest fund and receives almost all
State taxes and other resources not dedicated to particular purposes.
General Fund moneys are also transferred to other funds, primarily to
support certain capital projects and debt service payments in other fund
types.

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

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

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

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

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

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

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

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

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

Cash-Basis Results--Other Governmental Funds. Activity in the three other
governmental funds has remained relatively stable over the last three
fiscal years, with Federally-funded programs comprising approximately two-
thirds of these funds. The most significant change in the structure of
these funds has been the redirection, beginning in the 1993-94 fiscal year,
of a portion of transportation-related revenues from the General Fund to
two new dedicated funds in the Special Revenue and Capital Projects Fund
types. These revenues are used to support the capital programs of the
Department of Transportation and the Metropolitan Transportation Authority
("MTA").

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Municipalities and school districts have engaged in substantial
short-term and long-term borrowings. In 1994, the total indebtedness of
all localities in the State, other than the City, was approximately $17.7
billion. A small portion (approximately $82.9 million) of this
indebtedness represented borrowing to finance budgetary deficits and was
issued pursuant to enabling State legislation. State law requires the
Comptroller to review and make recommendations concerning the budgets of
those local government units other than the City authorized by State law to
issue debt to finance deficits during the period that such deficit
financing is outstanding. Seventeen localities had outstanding
indebtedness for deficit financing at the close of their fiscal year ending
in 1994.

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

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

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

The City's economy, whose rate of growth slowed substantially over the
past three years, is currently in recession. During the 1990 and 1991
fiscal years, as a result of the slowing economy, the City has experienced
significant shortfalls in almost all of its major tax sources and increases
in social services costs, and has been required to take actions to close
substantial budget gaps in order to maintain balanced budgets in accordance
with the Financial Plan.

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

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

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

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

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

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

APPENDIX B

Description of certain S&P, Moody's and Fitch ratings:

S&P

Municipal Bond Ratings

An S&P municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation.

The ratings are based on current information furnished by the issuer
or obtained by S&P from other sources it considers reliable, and will
include: (1) likelihood of default-capacity and willingness of the obligor
as to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation; (2) nature of and provisions
of the obligation; and (3) protection afforded by, and relative position
of, the obligation in the event of bankruptcy, reorganization or other
arrangement under the laws of bankruptcy and other laws affecting
creditors' rights.

AAA

Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in a small degree.

The AA rating may be modified by the addition of a plus or minus
designation 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.

SP-2

The issuers of these municipal notes exhibit satisfactory capacity to
pay principal and interest.

Commercial Paper Ratings

The designation A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those
issues determined to possess overwhelming safety characteristics are
denoted with a plus sign (+) designation. Capacity for timely payment on
issues with an A-2 designation is strong. However, the relative degree of
safety is not as high as for issues designated A-1.

Moody's

Municipal Bond Ratings

Aaa

Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.

Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally are
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities. The modifier 1 indicates a ranking for the
security in the higher end of the category; the modifier 2 indicates a mid-
range ranking; and the modifier 3 indicates a ranking in the lower end of
the 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 (or related supporting institutions) rated Prime-2 (P-2) have
a strong capacity for repayment of short-term promissory obligations. This
ordinarily will be evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.

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
reasonable foreseeable events.

Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated AAA. Because
bonds rated in the AAA and AA categories are not significantly vulnerable
to foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.

Plus (+) and minus (-) signs are used with a rating symbol to indicate
the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category covering 12-36
months.

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

Set forth below, as to Institutional Shares and Investor Shares of
each Fund, are those shareholders of record known by each Fund to own 5% or
more of such class of shares of the Fund.

New York Municipal Cash Management

Institutional Shares: Hare & Co., One Wall Street, New York, NY 10286
(Account No. 1 - 12.25%; Account No. 2 - 6.07%).

Investor Shares: (1) Compass Bank, P.O. Box 10566, Birmingham, AL 35296
(30.56%); (2) Royal Farms, Inc., 2101 Avenue X, Brooklyn, NY 11235
(25.12%); (3) CDC Air Conditioning Co., 321 39th Street, Brooklyn, NY 11232
(16.34%); (4) Midtown Electric Supply Corp., 157 W. 18th Street, New York,
NY 10011 (13.52%); and (5) Cowen & Co., Financial Square, New York, NY
10005 (7.83%).

Dreyfus Treasury Cash Management

Institutional Shares: (1) Chase Manhattan Bank, 770 Broadway, New York, NY
10003 (8.64%); (2) Bost & Co., 3 Mellon Bank Center, Pittsburgh, PA 15259
(5.83%); and (3) Norwest Bank Minnesota, 733 Marquette Avenue, Minneapolis,
MN 55479 (5.65%).

Investor Shares: (1) Harris Trust and Savings Bank, 200 W. Monroe Street,
Chicago, IL 60606 (20.53%); (2) Mellon Bank, N.A., 3 Mellon Bank Center,
Pittsburgh, PA 15259 (Account No. 1 - 19.47%; Account No. 2 - 17.53%); (3)
First Security Bank of Utah, 5416 Amelia Earhart Drive, Salt Lake City, UT
84125 (8.36%); and (4) Key Capital Markets, 127 Public Square, Cleveland,
OH 44114 (6.6%).

FINANCIAL STATEMENTS and REPORTS OF INDEPENDENT AUDITORS: The
financial statements and reports of independent auditors with respect to
Dreyfus New York Municipal Cash Management and Dreyfus Treasury Cash
Management, each dated July 31, 1996, are incorporated by reference into
this Statement of Additional Information dated November 20, 1996. When
requesting a copy of this Statement of Additional Information, you will
receive the annual report for the Fund(s) in which you are a shareholder.