June 20, 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 (the "Merger Agreement") providing
for the merger of Dreyfus with a subsidiary of Mellon Bank Corporation
("Mellon").
Following the merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory approvals
and approvals of the stockholders of Dreyfus and of Mellon. The merger is
expected to occur in August 1994, but could occur significantly later.
As a result of regulatory requirements and the terms of the Merger
Agreement, Dreyfus will seek various approvals from the Fund's
shareholders before completion of the merger. Proxy materials, approved
by the Fund's Board, recently have been mailed to Fund shareholders.
The following information supplements and should be read in
conjunction with the section of the Fund's Prospectus entitled "Yield
Information."
From time to time advertising materials for the Fund also may refer to
Value Line Mutual Fund Survey company ratings and related analyses
supporting the rating.
671/719stkr062094
