January 28, 1994
DREYFUS CASH MANAGEMENT PLUS, INC.
SUPPLEMENT TO PROSPECTUS DATED JANUARY 28, 1994
The following information supplements and should be read in conjunction
with the section of the Fund's Prospectus entitled "Management of the
Fund."
The Fund's manager, The Dreyfus Corporation ("Dreyfus"), has entered into
an Agreement and Plan of Merger providing for the merger of Dreyfus with
a subsidiary of Mellon Bank Corporation ("Mellon").
Upon closing of the merger, it is planned that Dreyfus will retain its New
York headquarters and will be a separate subsidiary within the Mellon
organization. It is expected that the Dreyfus management team and the
Dreyfus mutual fund managers will remain in place, and the Dreyfus
mutual funds will be operated in the same manner as they are currently.
Following the merger, Dreyfus will be either a direct or indirect
subsidiary of Mellon, whose principal banking subsidiary is Mellon Bank,
N.A. Closing of this merger is subject to a number of contingencies,
including the receipt of certain regulatory approvals and the approvals of
the stockholders of Dreyfus and of Mellon. The merger is expected to occur
in mid-1994, but could occur significantly later.
Because the merger will constitute an "assignment" of the Fund's
Management Agreement with Dreyfus under the Investment Company Act of
1940 and thus, a termination of such Agreement, Dreyfus will seek prior
approval from the Fund's Board and shareholders.
719/stkr012894
