DREYFUS CASH MANAGEMENT PLUS INC, 485BPOS, 1996-11-19

DREYFUS CASH MANAGEMENT PLUS INC
485BPOS, 1996-11-19

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File No. 33-16693

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 14 [X]

and/or

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

Amendment No. 14 [X]

(Check appropriate box or boxes.)

DREYFUS CASH MANAGEMENT PLUS, INC.
(Exact Name of Registrant as Specified in Charter)

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

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

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

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

immediately upon filing pursuant to paragraph (b)
----
X on November 20, 1996 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----

If appropriate, check the following box:

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

Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the fiscal
year ended September 30, 1996 will be filed on or about November 25, 1996.

DREYFUS CASH MANAGEMENT PLUS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)

Prospectus for
------------------------------------------
Instit- Admin-
utional istrative Investor Participant
Shares Shares Shares
Shares
Items in
Part A of
Form N-1A Caption Page Page Page Page
_______ _______ ____ ____ ____ ____

1 Cover Page Cover Cover Cover Cover

2 Synopsis 2 2 2 2

3 Condensed Financial 3 3 3 3
Information

4 General Description 4 4 4 4
of Registrant

5 Management of 5 5 5 6
the Fund

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

6 Capital Stock and 11 11 11 11
Other Securities

7 Purchase of Securities 6 6 6 7
Being Offered

8 Redemption or 8 9 9 9
Repurchase

9 Pending Legal * * * *
Proceedings

_____________________________________

NOTE: * Omitted since answer is negative or inapplicable.

DREYFUS CASH MANAGEMENT PLUS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)

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

10 Cover Page Cover

11 Table of Contents Cover

12 General Information and History B-18

13 Investment Objectives and Policies B-2

14 Management of the Fund B-6

15 Control Persons and Principal B-19
Holders of Securities

16 Investment Advisory and Other B-9
Services

Items in
Part B of
Form N-1A
_________

17 Brokerage Allocation B-16

18 Capital Stock and Other Securities B-18

19 Purchase, Redemption and Pricing B-11, B-13
of Securities Being Offered B-14

20 Tax Status *

21 Underwriters B-11

22 Calculations of Performance Data B-17

23 Financial Statements B-22

_____________________________________

NOTE: * Omitted since answer is negative or inapplicable.

DREYFUS CASH MANAGEMENT PLUS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)

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

24 Financial Statements and Exhibits C-1

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

26 Number of Holders of Securities C-3

27 Indemnification C-3

28 Business and Other Connections of C-4
Investment Adviser

29 Principal Underwriters C-10

30 Location of Accounts and Records C-14

31 Management Services C-14

32 Undertakings C-14

_____________________________________

NOTE: * Omitted since answer is negative or inapplicable.

- ------------------------------------------------------------------------------
PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT PLUS, INC.
[INSTITUTIONAL SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT PLUS, INC. (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL
FUND. THE 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.

THE FUND IS DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY BANKS,
ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY, CUSTODIAL OR
SIMILAR CAPACITY. FUND SHARES MAY NOT BE PURCHASED DIRECTLY BY INDIVIDUALS,
ALTHOUGH INSTITUTIONS MAY PURCHASE SHARES FOR ACCOUNTS MAINTAINED BY
INDIVIDUALS. 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, THE FUND IS OFFERING INSTITUTIONAL SHARES.
INVESTORS CAN INVEST, REINVEST OR REDEEM INSTITUTIONAL SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY THE FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUND 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 THE FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE 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 FUND. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO THE 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>

TABLE OF CONTENT
Page
<S> <C> <C> <C>
Annual Fund Operating Expenses........................ 2 Shareholder Services............................ 7
Condensed Financial Information....................... 3 How to Redeem Shares............................ 8
Yield Information..................................... 3 Shareholder Services Plan....................... 9
Description of the Fund............................... 4 Dividends, Distributions and Taxes.............. 9
Management of the Fund. .............................. 5 General Information............................. 11
How to Buy Shares..................................... 6 Appendix........................................ 12

</TABLE>

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

<TABLE> INSTITUTIONAL
SHARES
<S> <C> <C>
Management Fees...................................................................... .20%
12b-1 Fees........................................................................... None
Total Fund Operating Expenses........................................................ .20%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
INSTITUTIONAL
SHARES
1 YEAR....................................... $ 2
3 YEARS...................................... $6
5 YEARS ..................................... $11
10 YEARS..................................... $26
</TABLE>

- ------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY
RESULT IN AN ACTUAL RETURN GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------

The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by the Fund's Institutional
Shares, the payment of which will reduce investors' annual return. As to the
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 Fund," "How to Buy
Shares" and "Shareholder Services Plan."

Page 2
CONDENSED FINANCIAL INFORMATION

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

FINANCIAL HIGHLIGHTS

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

<TABLE>

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

</TABLE>
YIELD INFORMATION
From time to time, the 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. The 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 Fund."
Yield information is useful in reviewing the performance of the
Fund's Institutional Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.
Comparative performance information may be used from time to time in
advertising or marketing 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.
Page 3
DESCRIPTION OF THE FUND
GENERAL

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

INVESTMENT OBJECTIVE
The 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. The 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 the Fund's
outstanding voting shares. There can be no assurance that the Fund's
investment objective will be achieved. Securities in which the 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

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

The Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the 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, the 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 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 Fund's Board.
Moreover, the Fund will purchase only instruments so rated in the highest
rating category or, if unrated, of comparable quality as determined in
accordance with procedures established by the Board. The nationally recognized
statistical rating organizations currently rating instruments of the type the
Fund may purchase are Moody's Investors Service, Inc., Standard & Poor's
Ratings Group, Duff & Phelps Credit Rating Co., Fitch Investors Service, L.P.,
IBCA Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating
criteria are described in the "Appendix" to the Statement of Additional
Information. For further information regarding the amortized cost method of
valuing securities, see "Determination of Net Asset Value" in the Statement of
Additional Information. There can be no assurance that the Fund will be able
to maintain a stable net asset value of $1.00 per share.

INVESTMENT CONSIDERATIONS AND RISKS

GENERAL -- The Fund attempts to increase yields by trading to take advantage
of short-term market variations. This could result in high portfolio turnover
but should not adversely affect the Fund since the Fund usually
Page 4
does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a security was purchased, such security, if sold,
might be sold at a price less than its cost. Similarly, if interest rates have
declined from the time a security was purchased, such security, if sold, might
be sold at a price greater than its purchase cost. In either instance, if the
security was purchased at face value and held to maturity, no gain or loss
would be realized.

BANK SECURITIES -- To the extent the Fund's investments are concentrated in
the banking industry, the Fund will have correspondingly greater exposure to
the risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the Fund
's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. The Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.

FOREIGN SECURITIES -- Since the Fund's portfolio may contain securities
issued by foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks and commercial paper issued by
foreign issuers, the Fund may be subject to additional investment risks with
respect to such securities that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers, although such obligations may be higher yielding when compared to
the securities of U.S. domestic issuers. Such risks include possible future
political and economic developments, seizure or nationalization of foreign
deposits, imposition of foreign withholding taxes on interest income payable
on the securities, establishment of exchange controls or adoption of other
foreign governmental restrictions which might adversely affect the payment of
principal and interest on these securities.

SIMULTANEOUS INVESTMENTS -- Investment decisions for the 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 the 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 FUND

INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the 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.

The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Maryland 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 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,
Page 5
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 September 30, 1996, the Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of the Fund's average daily net assets.
As to the 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.
The Fund will not 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
the 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 the Fund. See "Portfolio Transactions" in the State
ment of Additional Information.
The Dreyfus Corporation may pay the Fund's 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
Fund's distributor may use part or all of such payments to pay Service Agents
in respect of these services.

DISTRIBUTOR -- The Fund's 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 the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian. Wells Fargo Bank,
N.A., 707 Wilshire Boulevard, Los Angeles, California 90017, is the Fund's
Sub-custodian (the "Sub-custodian").

HOW TO BUY SHARES

The Fund is designed for institutional investors, particularly banks,
acting for themselves or in a fiduciary, advisory, agency, custodial or
similar capacity. Institutional Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the investor acts in some other capacity. An
institution may arrange with the Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Institutional Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of the Fund, Dreyfus Cash Management,
Dreyfus Government Cash Management, Dreyfus Institutional Short Term Treasury
Fund, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury 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 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. The 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
Page 6
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.
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 or the Transfer Agent is open for business. Net asset value per
share of each class of shares is computed by dividing the value of the Fund's
net assets represented by such class (i.e., the value of its assets less
liabilities) by the total number of shares of such class outstanding. See
"Determination of Net Asset Value" in the Statement of Additional Information.

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.

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").
SHAREHOLDER SERVICES

FUND EXCHANGES -- An investor may purchase, in exchange for Institutional
Shares of the Fund, Institutional Shares of Dreyfus Cash Management, Dreyfus
Government Cash Management, Dreyfus Institutional Short Term Treasury Fund,
Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury 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.

Page 7

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. The Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."

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

DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Institutional Shares of the Fund, in Institutional
Shares of Dreyfus Cash Management, Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash
Management Plus, Dreyfus New York Municipal Cash Management, Dreyfus Tax
Exempt Cash Management, Dreyfus Treasury 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. The 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.
The Fund does not impose 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 Fund's then-current net asset value.
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.
Page 8
The 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.
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. The 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 Fund 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." The 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 the 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 -- The 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

The Fund's Institutional Shares are subject to a Shareholder Services
Plan pursuant to which the Fund has agreed to reimburse Dreyfus Service
Corporation, a wholly-owned subsidiary of The Dreyfus 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 Fund."

DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent 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
Page 9
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. The Fund will not 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 derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund 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
portion of the dividends or distributions declared by the Fund qualifies 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%. Dividends and
distributions may be subject to certain state and local taxes.

Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and gains from
the sale or other disposition of certain market discount bonds, paid by the
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 the 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.
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 the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of 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.
Page 9
Management of the Fund believes that the Fund has qualified for the
fiscal year ended September 30, 1996, as a "regulated investment company"
under the Code. The Fund intends to continue to so qualify if such
qualification is in the best interests of its shareholders. Such
qualification relieves the Fund of any liability for Federal income tax to
the extent its earnings are distributed in accordance with applicable
provisions of the Code. The 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
The Fund was incorporated under Maryland law on August 12, 1987, and
commenced operations on October 6, 1987. The Fund is authorized to issue 15
billion shares of common stock, par value $.001 per share. The 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.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Directors or the
appointment of auditors. However, pursuant to the Fund's By-Laws, the holders
of at least 10% of the shares outstanding and entitled to vote may require
the Fund to hold a special meeting of shareholders for purposes of removing a
Director from office and the holders of at least 25% of such shares may
require the Fund to hold a special meeting of shareholders for any other
purpose. Fund shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding voting shares. In addition, the Fund's
Board will call a meeting of shareholders for the purpose of electing
Directors if, at any time less than a majority of the Directors then holding
office have been elected by shareholders.

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 the 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, the 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 the 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 Fund does not expect that its shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.

Page 11
APPENDIX

INVESTMENT TECHNIQUES
LENDING PORTFOLIO SECURITIES -- The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. The Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 331\3% of the value
of the Fund's total assets, and the Fund will receive collateral consisting
of cash, U.S. Government securities or irrevocable letters of credit which
will be maintained at all times in an amount equal to at least 100% of the
current market value of the loaned securities. Such loans are terminable by
the Fund at any time upon specified notice. The Fund might experience risk of
loss if the institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.

BORROWING MONEY -- The Fund may borrow money from banks for temporary or
emergency (not leveraging) purposes in an amount up to 15% of the value of
its total assets (including the amount borrowed) valued at the lesser of cost
or market, less liabilities (not including the amount borrowed) at the time
the borrowing is made. While such borrowings exceed 5% of the value of the
Fund's total assets, the Fund will not make any additional investments. In
addition, the Fund may borrow for investment purposes on a secured basis
through entering into reverse repurchase agreements as described below.

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

FORWARD COMMITMENTS -- The Fund may purchase money market instruments 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. GOVERNMENT SECURITIES -- 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 Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since
it is not so obligated by law.
REPURCHASE AGREEMENTS -- 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
deter-
Page 12
mines the yield during the purchaser's holding period, while the
seller's obligation to repurchase is secured by the value of the underlying
security. Repurchase agreements could involve risks in the event of a default
or insolvency of the other party to the agreement, including possible delays
or restrictions upon the Fund's ability to dispose of the underlying
securities.
BANK OBLIGATIONS -- The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations, and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, the Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. See "Description of the Fund -- Investment Considerations and Risks
- -- Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER -- Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations issued by
domestic and foreign entities. The other corporate obligations in which the
Fund may invest consist of high quality, U.S. dollar denominated short-term
bonds and notes (including variable amount master demand notes) issued by
domestic and foreign corporations, including banks.
FLOATING AND VARIABLE RATE OBLIGATIONS -- The Fund may purchase floating and
variable rate demand notes and bonds, which are obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time, or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Because these obligations are direct lending arrangements between the lender
and borrower, it is not contemplated that such instruments generally will be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus accrued
interest. Accordingly, where these obligations are not secured by letters of
credit or other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand.
ILLIQUID SECURITIES -- The 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, the
Fund is subject to a risk that should the Fund desire to sell them when a
ready buyer is not available at a price the Fund deems representative of
their value, the value of the Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE 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 13
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Page 14
[This Page Intentionally Left Blank]
Page 15

PROSPECTUS
FOR

Dreyfus
Cash Management
Plus, Inc.
[INSTITUTIONAL SHARES]

Copy Rights 1996 Dreyfus Service Corporation
719p112096
Page 16
- ------------------------------------------------------------------------------
PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT PLUS, INC.
[ADMINISTRATIVE SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT PLUS, INC. (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL
FUND. THE 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.

BY THIS PROSPECTUS, THE 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 THE FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUND 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 CONTENT
Page
<S> <C> <C> <C>
Annual Fund Operating Expenses........................ 2 Shareholder Services............................ 8
Condensed Financial Information....................... 3 How to Redeem Shares............................ 8
Yield Information..................................... 3 Shareholder Services Plan....................... 9
Description of the Fund............................... 4 Dividends, Distributions and Taxes.............. 10
Management of the Fund. .............................. 5 General Information............................. 11
How to Buy Shares..................................... 6 Appendix........................................ 13
</TABLE>

<TABLE>

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 the Fund's Administrative
Shares, the payment of which will reduce investors' annual return. As to the
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 the Fund: (i) the management
fee payable by the Fund monthly at the annual rate of .20 of 1% of the value
of the Fund's average daily net assets and (ii) payments made pursuant to the
Fund's Service Plan at the annual rate of .10 of 1% of the value of the
Fund's average daily net assets attributable to Administrative Shares.
Institutions and certain Service Agents (as defined below) effecting
transactions in Administrative Shares for the accounts of their clients may
charge their clients direct fees in connection with such transactions; such
fees are not reflected in the foregoing table. See "Management of the Fund,"
"How to Buy Shares" and "Service Plan."

Page 2
CONDENSED FINANCIAL INFORMATION

The information in the following table pertains to the Fund's
Institutional Shares, which are not offered pursuant to this Prospectus, and h
as been audited by Ernst & Young LLP, the Fund's independent auditors.
Further financial data, related notes, and report of independent auditors,
with respect to Institutional Shares, accompany the Statement of Additional
Information, available upon request. No financial information is provided for
the Fund's 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

<TABLE>

INSTITUTIONAL SHARES
- ---------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED SEPTEMBER 30,
- ---------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA: 1988(1) 1989 1990 1991 1992 1993 1994 1995 1996
------- ------- -------- ------- ------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ------- -------- ------- ------- ------- -------- -------- -------
INVESTMENT OPERATIONS:
Investment income-net........... .071 .091 .083 .068 .043 .032 .036 .057 .055
------- ------- -------- ------- ------- ------- -------- -------- -------
DISTRIBUTIONS:
Dividends from investment income-net (.071) (.091) (.083) (.068) (.043) (.032) (.036) (.057) (.055)
------- ------- -------- ------- ------- ------- -------- -------- -------
Net asset value, end of year.... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======== ======= ======= ======= ======== ======== =======
TOTAL INVESTMENT RETURN............. 7.45%(2) 9.49% 8.65% 6.97% 4.39% 3.20% 3.65% 5.86% 5.59%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets. .20%(2) .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets.................. 7.13%(2) 9.35% 8.29% 6.62% 4.36% 3.15% 3.49% 5.81% 5.46%
Decrease reflected in above expense
ratios due to undertaking by The Dreyfus
Corporation........................ .07%(2) .07% .04% .04% .05% .04% .01% ._ ._
Net Assets, end of year (000's omitted)...
$125,266 $728,832 $1,177,475 $1,780,058 $2,300,382 $3,003,344 $1,893,485 $4,404,989$4, 766,312
(1) From October 6, 1987 (commencement of operations) to September 30, 1988.
(2) Annualized.

</TABLE>

YIELD INFORMATION
From time to time, the 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. The 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 Fund."
Yield information is useful in reviewing the performance of the
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.
Page 3
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 FUND
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.

In accordance with Rule 2a-7, the 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 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 Fund's Board.
Moreover, the Fund will purchase only instruments so rated in the highest
rating category or, if unrated, of comparable quality as determined in
accordance with procedures established by the Board. The nationally
recognized statistical rating organizations currently rating instruments of
the type the Fund may purchase are Moody's Investors Service, Inc., Standard
& Poor's Ratings Group, Duff & Phelps Credit Rating Co., Fitch Investors
Service, L.P., IBCA Limited and IBCA Inc. and Thomson BankWatch, Inc. and
their rating criteria are described in the "Appendix" to the Statement of
Additional Information. For further information regarding the amortized cost
method of valuing securities, see "Determination of Net Asset Value" in the
Statement of Additional Information. There can be no assurance that the Fund
will be able to maintain a stable net asset value of $1.00 per share.

Page 4

INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- The Fund attempts to increase yields by trading to take advantage
of short-term market variations. This could result in high portfolio turnover
but should not adversely affect the Fund since the Fund usually does not pay
brokerage commissions when it purchases short-term debt obligations. The
value of the portfolio securities held by the 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.

MANAGEMENT OF THE FUND

As to the Fund's Administrative Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all expenses of
the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the following expenses, which shall be
borne by the Fund: (i) the management fee payable by the Fund monthly at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets
and (ii) payments made pursuant to the Fund's Service Plan at the annual rate
of .10 of 1% of the value of the Fund's average daily net assets attributable
to Administrative Shares. The Fund will not 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
the 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 the Fund. See "Portfolio Transactions" in the State
ment of Additional Information.
The Dreyfus Corporation may pay the Fund's 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
Fund's distributor may use part or all of such payments to pay Service Agents
in respect of these services.

HOW TO BUY SHARES

The Fund is designed for institutional investors, particularly banks,
acting for themselves or in a fiduciary, advisory, agency, custodial or
similar capacity. Administrative Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the investor acts in some other capacity. An
institution may arrange with the Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Administrative Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of the Fund, Dreyfus Cash Management,
Dreyfus Government Cash Management, Dreyfus Institutional Short Term Treasury
Fund, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury 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 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. The Fund
reserves the right to reject any purchase order.
Page 6
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.
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 or the Transfer Agent is open for business. Net asset value per
share of each class of shares is computed by dividing the value of the Fund's
net assets represented by such class (i.e., the value of its assets less
liabilities) by the total number of shares of such class outstanding. See
"Determination of Net Asset Value" in the Statement of Additional Information.

FUND EXCHANGES -- An investor may purchase, in exchange for Administrative
Shares of the Fund, Administrative Shares of Dreyfus Cash Management, Dreyfus
Government Cash Management, Dreyfus Municipal Cash Management Plus, Dreyfus
New York Municipal Cash Management, Dreyfus Tax Exempt Cash Management,
Dreyfus Treasury 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
Page 7
Privilege, Redemption by Wire or Telephone, Redemption Through Compatible
Computer Facilities and the dividend/capital gain distribution option
selected by the investor.

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

DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Administrative Shares of the Fund, in Administrative
Shares of Dreyfus Cash Management, Dreyfus Government Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury 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. The 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.
The Fund does not impose 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 Fund's then-current net asset value.
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.
Page 8
The 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.
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. The 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 Fund 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." The 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 the 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 -- The 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

The Fund's Administrative Shares are subject to a Service Plan
adopted pursuant to Rule 12b-1 under the 1940 Act. Under the 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
Administrative Shares shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other information,
and services related to the maintenance of shareholder accounts ("Servicing"),
at an aggregate annual rate of .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.

Page 9
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent 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 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. The Fund will not 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 derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund 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
portion of the dividends or distributions declared by the Fund qualifies 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%. Dividends and
distributions may be subject to certain state and local 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.
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 the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
Page 10
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year ended September 30, 1996, as a "regulated investment company"
under the Code. The Fund intends to continue to so qualify if such
qualification is in the best interests of its shareholders. Such
qualification relieves the Fund of any liability for Federal income tax to
the extent its earnings are distributed in accordance with applicable
provisions of the Code. The 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
The Fund was incorporated under Maryland law on August 12, 1987, and
commenced operations on October 6, 1987. The Fund is authorized to issue 15
billion shares of common stock, par value $.001 per share. The 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.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Directors or the
appointment of auditors. However, pursuant to the Fund's By-Laws, the holders
of at least 10% of the shares outstanding and entitled to vote may require
the Fund to hold a special meeting of shareholders for purposes of removing a
Director from office and the holders of at least 25% of such shares may
require the Fund to hold a special meeting of shareholders for any other
purpose. Fund shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding voting shares. In addition, the Fund's
Board will call a meeting of shareholders for the purpose of electing
Directors if, at any time less than a majority of the Directors then holding
office have been elected by shareholders.

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 the 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, the 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
Page 11
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 the 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 Fund does not expect that its shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.

Page 12
APPENDIX
INVESTMENT TECHNIQUES

LENDING PORTFOLIO SECURITIES -- The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. The Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 331\3% of the value
of the Fund's total assets, and the Fund will receive collateral consisting
of cash, U.S. Government securities or irrevocable letters of credit which
will be maintained at all times in an amount equal to at least 100% of the
current market value of the loaned securities. Such loans are terminable by
the Fund at any time upon specified notice. The Fund might experience risk of
loss if the institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.

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

CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES -- 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 Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since
it is not so obligated by law.
REPURCHASE AGREEMENTS -- 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
deter-
Page 13
mines the yield during the purchaser's holding period, while the
seller's obligation to repurchase is secured by the value of the underlying
security. Repurchase agreements could involve risks in the event of a default
or insolvency of the other party to the agreement, including possible delays
or restrictions upon the Fund's ability to dispose of the underlying
securities.
BANK OBLIGATIONS -- The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations, and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, the Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. See "Description of the Fund -- Investment Considerations and Risks
- -- Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER -- Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations issued by
domestic and foreign entities. The other corporate obligations in which the
Fund may invest consist of high quality, U.S. dollar denominated short-term
bonds and notes (including variable amount master demand notes) issued by
domestic and foreign corporations, including banks.
FLOATING AND VARIABLE RATE OBLIGATIONS -- The Fund may purchase floating and
variable rate demand notes and bonds, which are obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time, or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Because these obligations are direct lending arrangements between the lender
and borrower, it is not contemplated that such instruments generally will be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus accrued
interest. Accordingly, where these obligations are not secured by letters of
credit or other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand.
ILLIQUID SECURITIES -- The 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, the
Fund is subject to a risk that should the Fund desire to sell them when a
ready buyer is not available at a price the Fund deems representative of
their value, the value of the Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE 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 14
[This Page Intentionally Left Blank
Page 15

PROSPECTUS
FOR
Dreyfus
Cash Management
Plus, Inc.
[ADMINISTRATIVE SHARES]

Copy Rights 1996 Dreyfus Service Corporation
579p112096
Page 16

- ------------------------------------------------------------------------------
PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT PLUS, INC.
[INVESTOR SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT PLUS, INC. (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL
FUND. THE 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.

BY THIS PROSPECTUS, THE 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 THE FUND. OTHER CLASSES OF SHARES ARE OFFERED BY THE FUND
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 CONTENT
Page
<S> <C> <S> <C>
Annual Fund Operating Expenses........................ 2 Shareholder Services............................ 7
Condensed Financial Information....................... 3 How to Redeem Shares............................ 8
Yield Information..................................... 3 Shareholder Services Plan....................... 9
Description of the Fund............................... 4 Dividends, Distributions and Taxes.............. 10
Management of the Fund. .............................. 5 General Information............................. 11
How to Buy Shares..................................... 6 Appendix........................................ 13

</TABLE>
<TABLE>
<CAPTION>

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 the Fund's Investor Shares, the
payment of which will reduce investors' annual return. As to the 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 the Fund: (i) the management fee payable by
the Fund monthly at the annual rate of .20 of 1% of the value of the Fund's
average daily net assets and (ii) payments made pursuant to the Fund's
Service Plan at the annual rate of .25 of 1% of the value of the Fund's
average daily net assets attributable to Investor Shares. Institutions and
certain Service Agents (as defined below) effecting transactions in Investor
Shares for the accounts of their clients may charge their clients direct fees
in connection with such transactions; such fees are not reflected in the
foregoing table. See "Management of the Fund," "How to Buy Shares" and
"Service Plan."

PAGE 2
CONDENSED FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS

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

DREYFUS CASH MANAGEMENT PLUS, INC.
---------------------------------------------
YEAR ENDED SEPTEMBER 30,
---------------------------------------------
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............................................ .025 .055 .052
--------- --------- --------
Distributions:
Dividends from investment income-net............................. (.025) (.055) (.052)
--------- --------- --------
Net asset value, end of year..................................... $1.00 $1.00 $1.00
========= ========= ========
TOTAL INVESTMENT RETURN............................................ 3.61%(2) 5.61% 5.33%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45%
Ratio of net investment income to average net assets............. 4.00%(2) 5.66% 5.19%
Net Assets, end of year (000's omitted).......................... $6,087 $352,499 $629,251
(1) From January 24, 1994 (commencement of initial offering) to September 30, 1994.
(2) Annualized.

</TABLE>

YIELD INFORMATION
From time to time, the 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. The 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
Fund."
Yield information is useful in reviewing the performance of the
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.
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.
Page 3
DESCRIPTION OF THE FUND
GENERAL

In accordance with Rule 2a-7, the 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 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 Fund's Board.
Moreover, the Fund will purchase only instruments so rated in the highest
rating category or, if unrated, of comparable quality as determined in
accordance with procedures established by the Board. The nationally
recognized statistical rating organizations currently rating instruments of
the type the Fund may purchase are Moody's Investors Service, Inc., Standard
& Poor's Ratings Group, Duff & Phelps Credit Rating Co., Fitch Investors
Service, L.P., IBCA Limited and IBCA Inc. and Thomson BankWatch, Inc. and
their rating criteria are described in the "Appendix" to the Statement of
Additional Information. For further information regarding the amortized cost
method of valuing securities, see "Determination of Net Asset Value" in the
Statement of Additional Information. There can be no assurance that the Fund
will be able to maintain a stable net asset value of $1.00 per share.

INVESTMENT CONSIDERATIONS AND RISKS

GENERAL -- The Fund attempts to increase yields by trading to take advantage
of short-term market variations. This could result in high portfolio turnover
but should not adversely affect the Fund since the Fund usually
Page 4
does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the 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.

MANAGEMENT OF THE FUND

As to the 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 following expenses, which will be borne by the Fund: (i)
the management fee payable by the Fund monthly at the annual rate of .20 of
1% of the value of the Fund's average daily net assets and (ii) payments made
pursuant to the Fund's Service Plan at the annual rate of .25 of 1% of the
value of the Fund's average daily net assets attributable to Investor Shares.
The Fund will not reimburse The Dreyfus Corporation for any amounts it may
bear.

HOW TO BUY SHARES

The Fund is 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 the Fund, Dreyfus Cash Management,
Dreyfus Government Cash Management, Dreyfus Institutional Short Term Treasury
Fund, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury 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 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. The Fund
reserves the right to reject any purchase order.
Page 6
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 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.
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 or the Transfer Agent is open for business. Net asset value per
share of each class of shares is computed by dividing the value of the Fund's
net assets represented by such class (i.e., the value of its assets less
liabilities) by the total number of shares of such class outstanding. See
"Determination of Net Asset Value" in the Statement of Additional Information.
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.

FUND EXCHANGES -- An investor may purchase, in exchange for Investor Shares
of the Fund, Investor Shares of Dreyfus Cash Management, Dreyfus Government
Cash Management, Dreyfus Institutional Short Term Treasury Fund, Dreyfus
Municipal Cash Management Plus, Dreyfus New York Municipal Cash Management,
Dreyfus Tax Exempt Cash Management, Dreyfus Treasury 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
Page 7
Exchange Privilege, Redemption by Wire or Telephone, Redemption Through
Compatible Computer Facilities and the dividend/capital gain distribution
option selected by the investor.

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

DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Investor Shares of the Fund, Investor Shares of
Dreyfus Cash Management, Dreyfus Government Cash Management, Dreyfus
Institutional Short Term Treasury Fund, Dreyfus Municipal Cash Management
Plus, Dreyfus New York Municipal Cash Management, Dreyfus Tax Exempt Cash
Management, Dreyfus Treasury 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. The 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.
The Fund does not impose 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 Fund's then-current net asset value.
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 Service 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.
Page 8
The Fund ordinarily will make payment for all Investor Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
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. The 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 Fund 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." The 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 the 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 -- The 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

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

Page 9
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent 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. The Fund will not 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 derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund 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 portion of
the dividends or distributions declared by the Fund qualifies 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%. Dividends and
distributions may be subject to certain state and local 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.
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 the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
sharehold-
Page 11
er if such shareholder fails to certify either that the TIN furnished in
connection with opening an account is correct, or that such shareholder has
not received notice from the IRS of being subject to backup withholding as a
result of a failure to properly report taxable dividend or interest income on
a Federal income tax return. Furthermore, the IRS may notify the Fund to
institute backup withholding if the IRS determines a shareholder's TIN is
incorrect or if a shareholder has failed to properly report taxable dividend
and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year ended September 30, 1996, as a "regulated investment company"
under the Code. The Fund intends to continue to so qualify if such
qualification is in the best interests of its shareholders. Such
qualification relieves the Fund of any liability for Federal income tax to
the extent its earnings are distributed in accordance with applicable
provisions of the Code. The 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
The Fund was incorporated under Maryland law on August 12, 1987, and
commenced operations on October 6, 1987. The Fund is authorized to issue 15
billion shares of common stock, par value $.001 per share. The 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.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Directors or the
appointment of auditors. However, pursuant to the Fund's By-Laws, the holders
of at least 10% of the shares outstanding and entitled to vote may require
the Fund to hold a special meeting of shareholders for purposes of removing a
Director from office and the holders of at least 25% of such shares may
require the Fund to hold a special meeting of shareholders for any other
purpose. Fund shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding voting shares. In addition, the Fund's
Board will call a meeting of shareholders for the purpose of electing
Directors if, at any time less than a majority of the Directors then holding
office have been elected by shareholders.

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 the 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, the 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
Page 11
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 the 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 Fund does not expect that its
shareholders would suffer any adverse financial consequences as a result of
any of these occurrences.

Page 12
APPENDIX
INVESTMENT TECHNIQUES

CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES -- 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 Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since
it is not so obligated by law.
REPURCHASE AGREEMENTS -- 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
deter-
Page 13
mines the yield during the purchaser's holding period, while the
seller's obligation to repurchase is secured by the value of the underlying
security. Repurchase agreements could involve risks in the event of a default
or insolvency of the other party to the agreement, including possible delays
or restrictions upon the Fund's ability to dispose of the underlying
securities.
BANK OBLIGATIONS -- The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations, and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, the Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. See "Description of the Fund -- Investment Considerations and Risks
- -- Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER -- Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations issued by
domestic and foreign entities. The other corporate obligations in which the
Fund may invest consist of high quality, U.S. dollar denominated short-term
bonds and notes (including variable amount master demand notes) issued by
domestic and foreign corporations, including banks.
FLOATING AND VARIABLE RATE OBLIGATIONS -- The Fund may purchase floating and
variable rate demand notes and bonds, which are obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time, or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Because these obligations are direct lending arrangements between the lender
and borrower, it is not contemplated that such instruments generally will be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus accrued
interest. Accordingly, where these obligations are not secured by letters of
credit or other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand.
ILLIQUID SECURITIES -- The 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, the
Fund is subject to a risk that should the Fund desire to sell them when a
ready buyer is not available at a price the Fund deems representative of
their value, the value of the Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE 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 14
[This Page Intentionally Left Blank]
Page 15

PROSPECTUS
FOR
Dreyfus
Cash Management
Plus, Inc.
[INVESTOR SHARES]

Copy Rights 1996 Dreyfus Service Corporation
671p112096
Page 16
- -----------------------------------------------------------------------------
PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT PLUS, INC.
[PARTICIPANT SHARES]
- -----------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT PLUS, INC. (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL
FUND. THE 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.

BY THIS PROSPECTUS, THE 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 THE FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUND 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>

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 the Fund's Participant Shares,
the payment of which will reduce investors' annual return. As to the 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 the Fund: (i) the management fee
payable by the Fund monthly at the annual rate of .20 of 1% of the value of
the Fund's average daily net assets and (ii) payments made pursuant to the
Fund's Service Plan at the annual rate of .40 of 1% of the value of the
Fund's average daily net assets attributable to Participant Shares.
Institutions and certain Service Agents (as defined below) effecting
transactions in Participant Shares for the accounts of their clients may
charge their clients direct fees in connection with such transactions; such
fees are not reflected in the foregoing table. See "Management of the Fund,"
"How to Buy Shares" and "Service Plan."

PAGE 2
CONDENSED FINANCIAL INFORMATION

The information in the following tables pertains to the Fund's
Institutional Shares, which are not offered pursuant to this Prospectus, and h
as been audited by Ernst & Young LLP, the Fund's independent auditors.
Further financial data, related notes, and report of independent auditors,
with respect to Institutional Shares, accompany the Statement of Additional
Information, available upon request. No financial information is provided for
the Fund's 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

INSTITUTIONAL SHARES
- ---------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED SEPTEMBER 30,
- ---------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA: 1988(1) 1989 1990 1991 1992 1993 1994 1995 1996
------- ------- -------- ------- ------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ------- -------- ------- ------- ------- -------- -------- -------
INVESTMENT OPERATIONS:
Investment income-net........... .071 .091 .083 .068 .043 .032 .036 .057 .055
------- ------- -------- ------- ------- ------- -------- -------- -------
DISTRIBUTIONS:
Dividends from investment income-net (.071) (.091) (.083) (.068) (.043) (.032) (.036) (.057) (.055)
------- ------- -------- ------- ------- ------- -------- -------- -------
Net asset value, end of year.... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======== ======= ======= ======= ======== ======== =======
TOTAL INVESTMENT RETURN............. 7.45%(2) 9.49% 8.65% 6.97% 4.39% 3.20% 3.65% 5.86% 5.59%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets. .20%(2) .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets.................. 7.13%(2) 9.35% 8.29% 6.62% 4.36% 3.15% 3.49% 5.81% 5.46%
Decrease reflected in above expense
ratios due to undertaking by The Dreyfus
Corporation........................ .07%(2) .07% .04% .04% .05% .04% .01% -- --
Net Assets, end of year (000's omitted)..
$125,266 $728,832 $1,177,475 $1,780,058 $2,300,382 $3,003,344 $1,893,485 $4,404,989$4, 766,312
(1) From October 6, 1987 (commencement of operations) to September 30, 1988.
(2) Annualized.

</TABLE>

YIELD INFORMATION
From time to time, the 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. The 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 Fund."
Yield information is useful in reviewing the performance of the
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.
PAGE 3
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 FUND
GENERAL

In accordance with Rule 2a-7, the 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 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 Fund's Board.
Moreover, the Fund will purchase only instruments so rated in the highest
rating category or, if unrated, of comparable quality as determined in
accordance with procedures established by the Board. The nationally
recognized statistical rating organizations currently rating instruments of
the type the Fund may purchase are Moody's Investors Service, Inc., Standard
& Poor's Ratings Group, Duff & Phelps Credit Rating Co., Fitch Investors
Service, L.P., IBCA Limited and IBCA Inc. and Thomson BankWatch, Inc. and
their rating criteria are described in the "Appendix" to the Statement of
Additional Information. For further information regarding the amortized
cost method of valuing securities, see "Determination of Net Asset Value"
in the Statement of Additional Information. There can be no assurance that
the Fund will be able to maintain a stable net asset value of $1.00 per share.

PAGE 4

INVESTMENT CONSIDERATIONS AND RISKS

GENERAL -- The Fund attempts to increase yields by trading to take advantage
of short-term market variations. This could result in high portfolio turnover
but should not adversely affect the Fund since the Fund usually does not pay
brokerage commissions when it purchases short-term debt obligations. The
value of the portfolio securities held by the 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.

MANAGEMENT OF THE FUND

The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Maryland 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 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 bil-
PAGE 5
lion 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 September 30, 1996, the Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of the Fund's average daily net assets.
As to the Fund's Participant Shares, unless The Dreyfus Corporation
gives Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all expenses of the Fund
(exclusive of taxes, brokerage, interest on borrowings and (with the prior
written consent of the necessary state securities commissions) extraordinary
expenses) other than the following expenses, which will be borne by the Fund:
(i) the management fee payable by the Fund monthly at the annual rate of .20
of 1% of the value of the Fund's average daily net assets and (ii) payments
made pursuant to the Fund's Service Plan at the annual rate of .40 of 1% of
the value of the Fund's average daily net assets attributable to Participant
Shares. The Fund will not 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
the 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 the Fund. See "Portfolio Transactions" in the State
ment of Additional Information.
The Dreyfus Corporation may pay the Fund's 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
Fund's distributor may use part or all of such payments to pay Service Agents
in respect of these services.

HOW TO BUY SHARES

The Fund is designed for institutional investors, particularly banks,
acting for themselves or in a fiduciary, advisory, agency, custodial or
similar capacity. Participant Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the investor acts in some other capacity. An
institution may arrange with the Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Participant Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of the Fund, Dreyfus Cash Management,
Dreyfus Government Cash Management, Dreyfus Institutional Short Term Treasury
Fund, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury 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 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. The Fund
reserves the right to reject any purchase order.
PAGE 6
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.
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 or the Transfer Agent is open for business. Net asset value per
share of each class of shares is computed by dividing the value of the Fund's
net assets represented by such class (i.e., the value of its assets less
liabilities) by the total number of shares of such class outstanding. See
"Determination of Net Asset Value" in the Statement of Additional Information.
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.

FUND EXCHANGES -- An investor may purchase, in exchange for Participant
Shares of the Fund, Participant Shares of Dreyfus Cash Management, Dreyfus
Government Cash Management, Dreyfus Municipal Cash Management Plus, Dreyfus
New York Municipal Cash Management, Dreyfus Tax Exempt Cash Management,
Dreyfus Treasury 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,
PAGE 7
Redemption by Wire or Telephone, Redemption Through Compatible Computer
Facilities and the dividend/capital gain distribution option selected by
the investor.

An investor who wishes to redeem Participant Shares and purchase
shares of another class of a fund 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 Participant Shares of the Fund, in Participant Shares
of Dreyfus Cash Management, Dreyfus Government Cash Management, Dreyfus
Municipal Cash Management Plus, Dreyfus New York Municipal Cash Management,
Dreyfus Tax Exempt Cash Management, Dreyfus Treasury 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. The
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.
The Fund does not impose 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 Fund's then-current net asset value.
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.
PAGE 8
The 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.
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. The 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 Fund 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 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." The 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 the 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 -- The 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

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

PAGE 9
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent 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 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. The Fund will not 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 derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund 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
portion of the dividends or distributions declared by the Fund qualifies 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%. Dividends and
distributions may be subject to certain state and local 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.
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 the 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
Page 10
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year ended September 30, 1996, as a "regulated investment company"
under the Code. The Fund intends to continue to so qualify if such
qualification is in the best interests of its shareholders. Such
qualification relieves the Fund of any liability for Federal income tax to
the extent its earnings are distributed in accordance with applicable
provisions of the Code. The 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
The Fund was incorporated under Maryland law on August 12, 1987, and
commenced operations on October 6, 1987. The Fund is authorized to issue 15
billion shares of common stock, par value $.001 per share. The 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.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Directors or the
appointment of auditors. However, pursuant to the Fund's By-Laws, the holders
of at least 10% of the shares outstanding and entitled to vote may require
the Fund to hold a special meeting of shareholders for purposes of removing a
Director from office and the holders of at least 25% of such shares may
require the Fund to hold a special meeting of shareholders for any other
purpose. Fund shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding voting shares. In addition, the Fund's
Board will call a meeting of shareholders for the purpose of electing
Directors if, at any time less than a majority of the Directors then holding
office have been elected by shareholders.

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 the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Participant Shares should call 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, the 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
Page 11
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 the 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 Fund does not expect that its
shareholders would suffer any adverse financial consequences as a result of
any of these occurrences.

Page 12
APPENDIX
INVESTMENT TECHNIQUES

LENDING PORTFOLIO SECURITIES -- The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. The Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 331/3% of the value
of the Fund's total assets, and the Fund will receive collateral consisting
of cash, U.S. Government securities or irrevocable letters of credit which
will be maintained at all times in an amount equal to at least 100% of the
current market value of the loaned securities. Such loans are terminable by
the Fund at any time upon specified notice. The Fund might experience risk of
loss if the institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.

CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES -- 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 Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since
it is not so obligated by law.
REPURCHASE AGREEMENTS -- 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
Page 13
upon time and price (usually within seven days). The repurchase agreement
thereby determines the yield during the purchaser's holding period, while the
seller's obligation to repurchase is secured by the value of the underlying
security. Repurchase agreements could involve risks in the event of a default
or insolvency of the other party to the agreement, including possible delays
or restrictions upon the Fund's ability to dispose of the underlying
securities.
BANK OBLIGATIONS -- The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations, and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, the Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. See "Description of the Fund -- Investment Considerations and Risks
- -- Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER -- Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations issued by
domestic and foreign entities. The other corporate obligations in which the
Fund may invest consist of high quality, U.S. dollar denominated short-term
bonds and notes (including variable amount master demand notes) issued by
domestic and foreign corporations, including banks.
FLOATING AND VARIABLE RATE OBLIGATIONS -- The Fund may purchase floating and
variable rate demand notes and bonds, which are obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time, or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Because these obligations are direct lending arrangements between the lender
and borrower, it is not contemplated that such instruments generally will be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus accrued
interest. Accordingly, where these obligations are not secured by letters of
credit or other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand.
ILLIQUID SECURITIES -- The 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, the
Fund is subject to a risk that should the Fund desire to sell them when a
ready buyer is not available at a price the Fund deems representative of
their value, the value of the Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE 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 14
[This Page Intentionally Left Blank]
Page 15

PROSPECTUS
FOR
Dreyfus
Cash Management
Plus, Inc.
[PARTICIPANT SHARES]

Copy Rights 1996 Dreyfus Service Corporation
599p112096
Page 16

______________________________________________________________________________
DREYFUS CASH MANAGEMENT PLUS, INC.
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 Cash Management Plus, Inc. (the "Fund"), 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 the Fund, please write to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the
case of institutional investors, call the following numbers:

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 the Fund at the above address or call toll free 1-800-554-
4611 to obtain a copy a Prospectus of the Fund.

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

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

TABLE OF CONTENTS
Page

Investment Objective and Management Policies . . . . . . . . . . . . . . B-2
Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . B-6
Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . B-9
How to Buy Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . B-11
Service Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-11
Shareholder Services Plan . . . . . . . . . . . . . . . . . . . . . . . B-12
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . . . . . . . B-13
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . . B-14
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . . B-15
Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . . B-16
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . B-16
Yield Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . B-17
Information About the Fund . . . . . . . . . . . . . . . . . . . . . . . B-18
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors . . . . . . . . . . . . . . . . . . . B-18
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-20
Financial Statements and Report of Independent Auditors. . . . . . . . . B-22

INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

Portfolio Securities

Bank Obligations. Domestic commercial banks organized under Federal law
are supervised and examined by the Comptroller of the Currency and are required
to be members of the Federal Reserve System and to have their deposits insured
by the Federal Deposit Insurance Corporation (the "FDIC"). Domestic banks
organized under state law are supervised and examined by state banking
authorities but are members of the Federal Reserve System only if they elect to
join. In addition, state banks whose certificates of deposit ("CDs") may be
purchased by the Fund are insured by the Bank Insurance Fund administered by the
FDIC (although such insurance may not be of material benefit to the Fund,
depending on the principal amount of the CDs of each bank held by the Fund) and
are subject to Federal examination and to a substantial body of Federal law and
regulation. As a result of Federal or state laws and regulations, domestic
branches of domestic banks whose CDs may be purchased by the Fund are, among
other things, generally required to maintain specified levels of reserves, are
limited in the amounts which they can loan to a single borrower and are subject
to other regulation designed to promote financial soundness. However, not all
of such laws and regulations apply to the foreign branches of domestic banks.

Obligations of foreign branches of domestic banks, foreign subsidiaries
of domestic banks and domestic and foreign branches of foreign banks, such as
CDs and time deposits ("TDs"), may be general obligations of the parent banks in
addition to the issuing branch, or may be limited by the terms of a specific
obligation and governmental regulation. Such obligations are subject to
different risks than are those of domestic banks. These risks include foreign
economic and political developments, foreign governmental restrictions that may
adversely affect payment of principal and interest on the obligations, foreign
exchange controls and foreign withholding and other taxes on interest income.
Foreign branches and subsidiaries are not necessarily subject to the
same or similar regulatory requirements that apply to domestic banks, such as
mandatory reserve requirements, loan limitations, and accounting, auditing and
financial recordkeeping requirements. In addition, less information may be
publicly available about a foreign branch of a domestic bank or about a foreign
bank than about a domestic bank.

Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation or by Federal or state regulation
as well as governmental action in the country in which the foreign bank has its
head office. A domestic branch of a foreign bank with assets in excess of $1
billion may or may not be subject to reserve requirements imposed by the Federal
Reserve System or by the state in which the branch is located if the branch is
licensed in that state.

In addition, Federal branches licensed by the Comptroller of the Currency
and branches licensed by certain states ("State Branches") may be required to:
(1) pledge to the regulator, by depositing assets with a designated bank within
the state, a certain percentage of their assets as fixed from time to time by
the appropriate regulatory authority; and (2) maintain assets within the state
in an amount equal to a specified percentage of the aggregate amount of
liabilities of the foreign bank payable at or through all of its agencies or
branches within the state. The deposits of Federal and State Branches generally
must be insured by the FDIC if such branches take deposits of less than
$100,000.

In view of the foregoing factors associated with the purchase of CDs and
TDs issued by foreign branches of domestic banks, by foreign subsidiaries of
domestic banks, by foreign branches of foreign banks or by domestic branches of
foreign banks, the Manager carefully evaluates such investments on a case-by-
case basis.

The Fund may purchase CDs issued by banks, savings and loan associations
and similar thrift institutions with less than $1 billion in assets, whose
deposits are insured by the FDIC, provided the Fund purchases any such CD in a
principal amount of not more than $100,000, which amount would be fully insured
by the Bank Insurance Fund or the Savings Association Insurance Fund
administered by the FDIC. Interest payments on such a CD are not so insured.
The Fund will not own more than one such CD per such issuer.

Repurchase Agreements. The Fund's custodian or subcustodian will have
custody of, and will hold in a segregated account, securities acquired by the
Fund under a repurchase agreement. Repurchase agreements are considered by the
staff of 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, the
Fund will enter into repurchase agreements only with domestic banks with total
assets in excess of $1 billion, or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect to securities of
the type in which the Fund may invest, and will require that additional
securities be deposited with it if the value of the securities purchased should
decrease below the resale price.

Illiquid Securities. Where a substantial market of qualified
institutional buyers develops for certain restricted securities purchased by the
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, the 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, the Fund's
investing in such securities may have the effect of increasing the level of
illiquidity in the Fund's portfolio during such period.

Management Policies

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

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

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

Forward Commitments. Securities purchased on a forward commitment or
when-issued basis are subject to changes in value (generally changing in the
same way, i.e., appreciating when interest rates decline and depreciating when
interest rates rise) based upon the public's perception of the creditworthiness
of the issuer and changes, real or anticipated, in the level of interest rates.
Securities purchased on a forward commitment or when-issued basis may expose the
Fund to risks because they may experience such fluctuations prior to their
actual delivery. Purchasing securities on a when-issued basis can involve the
additional risk that the yield available in the market when the delivery takes
place actually may be higher than that obtained in the transaction itself.
Purchasing securities on a forward commitment or when-issued basis when the Fund
is fully or almost fully invested may result in greater potential fluctuation in
the value of the Fund's net assets and its net asset value per share.

Investment Restrictions

The Fund has adopted the investment restrictions numbered 1 through 11 as
fundamental policies, which cannot be changed without approval by the holders of
a majority (as defined in the 1940 Act) of the Fund's outstanding voting shares.
Investment restrictions numbered 12 and 13 are not fundamental policies and may
be changed by vote of a majority of the Fund's Board members at any time. The
Fund may not:

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

2. Borrow money, except (i) from banks for temporary or emergency
(not leveraging) purposes in an amount up to 15% of the value of the Fund's
total assets (including the amount borrowed) based on the lesser of cost or
market, less liabilities (not including the amount borrowed) at the time the
borrowing is made and (ii) in connection with the entry into reverse repurchase
agreements to the extent described in the Fund's Prospectus. While borrowings
described in clause (i) exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments.

3. Sell securities short or purchase securities on margin.

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

5. Underwrite the securities of other issuers.

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

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

8. Invest more than 15% of its assets in the obligations of any one
bank, or invest more than 5% of its assets in the obligations of any other
issuer, except that up to 25% of the value of the Fund's total assets may be
invested without regard to any such limitations. Notwithstanding the foregoing,
to the extent required by the rules of the Securities and Exchange Commission,
the Fund will not invest more than 5% of its assets in the obligations of any
one bank.

9. Invest less than 25% of its total assets in securities issued by
banks or invest more than 25% in the securities of issuers in any other
industry, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Notwithstanding the foregoing, for temporary defensive
purposes the Fund may invest less than 25% of its assets in bank obligations.

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

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

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

13. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if, in
the aggregate, more than 10% of the value of the Fund's net assets would be so
invested.

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

The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states. Should
the 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 FUND

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

Board Members of the Fund

*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 1996, she was a
Trustee of the Clients Security Fund of the District of Columbia Bar and
a Trustee 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, Mr. Gramley has
served as a director of CWM Mortgage Holdings, Inc. and, from February
1996, as a director of NUWAVE Technologies, 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 1995, Mr. Rudman has served as a director of
Collins & Aikman Corporation. Since January 1993, Mr. Rudman 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 66 years old and his address is 1615 L Street, N.W., Suite
1300, Washington, D.C. 20036.

No shareholder meetings will be held for the purpose of electing Board
members unless and until such time as less than a majority of the Board members
holding office have been elected by shareholders, at which time the Board
members then in office will call a shareholders' meeting for the election of
Board members. Under the 1940 Act, shareholders of record of not less than two-
thirds of the outstanding shares of the Fund may remove a Board member through a
declaration in writing or by vote cast in person or by proxy at a meeting called
for that purpose. The 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 the Fund's plan described in the sections captioned
"Service Plan" or "Shareholder Services Plan" remain in effect, the Board
members of the 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 the Fund for the fiscal year ended September 30,
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 Fund and
Name of Board Compensation from Fund Complex Paid
Member Fund(*)(+) to Board Member
______________ __________________ ___________________

David W. Burke $6,000 $253,654 (52)

Isabel P. Dunst $5,500 $ 46,500 (8)

Lyle E. Gramley $6,000 $ 46,500 (8)

Warren B. Rudman $6,000 $ 85,500 (18)

_____________________________________

(*) Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $733 for all Board members as a group.

(+) The aggregate compensation payable to each Board member by the Fund was
paid by the Manager and not the Fund.

Officers of the Fund

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. Senior Vice
President 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 Fund is 200 Park Avenue, New York, New
York 10166.

Board members and officers of the Fund, as a group, owned less than 1% of
the Fund's shares outstanding on November 5, 1996.

The following shareholder's are known by the Fund to own of record 5% or
more of the Fund's Institutional Shares and Investors Shares outstanding on
November 5, 1996.

Institutional Shares: (1) Comerica Bank, 100 Renaissance Center,
Detroit, MI 48243 (5.46%) and (2) Mellon Bank N.A., Capital Markets, One
Mellon Bank Center, Pittsburgh, PA 15258 (5.19%).

Investor Shares: (1) Capital Network Services, 1 Bush Street, San
Francisco, CA 94104 (34.65%) and (2) Barnett Bank of Jacksonville, N.A.,
P. O. Box 45147, Jacksonville, FL 32232 (29.09%).

No information is provided as to the Fund's Administrative Shares and
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 AGREEMENT

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

The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated August 24, 1994, as amended, with the Fund,
which is subject to annual approval by (i) the 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. Shareholders approved
the Agreement on August 5, 1994 and the Fund's Board, including a majority of
the Board members who are not "interested persons" of any party to the
Agreement, last voted to approve the Agreement at a meeting held on May 22,
1996. The Agreement is terminable without penalty, on 60 days' notice, by the
Fund's Board or by vote of the holders of a majority of the Fund's shares or, on
not less than 90 days' notice, by the Manager. The 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 the 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 the
Fund with portfolio managers who are authorized by the Board to execute
purchases and sales of securities. The Fund'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 the Fund as well
as for other funds advised by the Manager. All purchases and sales are reported
for the Board's review at the meeting subsequent to such transactions.

The Manager maintains office facilities on behalf of the 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, the Fund
has agreed to pay the Manager a monthly management fee at the annual rate of .20
of 1% of the value of the Fund's average daily net assets. All fees and
expenses are accrued daily and deducted before declaration of dividends to
investors. The management fees payable for the fiscal years ended September 30,
1994, 1995 and 1996 were $5,287,681, $8,013,464 and $11,722,426, respectively.
The amount payable in fiscal 1994 was reduced pursuant to an undertaking by the
Manager, resulting in a net management fee paid of $4,898,028.

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

In addition, the Agreement provides that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state securities
commissions) extraordinary expenses, but including the management fee, exceed
1-1/2% of the value of the Fund's average net assets for the fiscal year, the
Fund may deduct from the payment to be made to the Manager under the Agreement,
or the Manager will bear, such excess expense. Such deduction or payment, if
any, will be estimated on a daily basis, and reconciled and effected or paid, as
the case may be, on a monthly basis.

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

HOW TO BUY SHARES

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

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

Using Federal Funds. Dreyfus Transfer, Inc., the 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 Custodian or 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 Custodian or Sub-Custodian.

SERVICE PLAN
(ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES)

The following information supplements and should be read in conjunction
with the section in the relevant Prospectus for Administrative Shares, Investor
Shares or Participant Shares 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. The Fund's Board has adopted such a plan (the
"Service Plan") with respect to the 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. The Fund's Board believes that
there is a reasonable likelihood that the Service Plan will benefit
the Fund and the holders of Administrative Shares, Investor Shares and
Participant Shares.

A quarterly report of the amounts expended under the Service Plan, and
the purposes for which such expenditures were incurred, must be made to the
Fund's Board for its review. In addition, the Service Plan provides that it may
not be amended to increase materially the costs which holders of Administrative
Shares, Investor Shares or Participant Shares may bear pursuant to the Service
Plan without the approval of the holders of such class of shares and that other
material amendments of the Service Plan must be approved by the Fund's Board and
by the Board members who are not "interested persons" (as defined in the 1940
Act) of the Fund and have no direct or indirect financial interest in the
operation of the Service Plan or in any agreements entered into in connection
with the Service Plan, by vote cast in person at a meeting called for the
purpose of considering such amendments. The Service Plan is subject to annual
approval by such vote cast in person at a meeting called for the purpose of
voting on the Service Plan. The Service Plan was last so approved by the Fund's
Board at a meeting held on May 22, 1996. The 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.

For the fiscal year ended September 30, 1996, the Fund paid $1,234,656
pursuant to the Service Plan for Investor Shares, of which $1,197,260 was paid
to the Distributor as reimbursement for distributing Investor Shares, and
$37,396 was paid to Dreyfus for advertising and marketing Investor Shares and
for providing services to the holders of Investor Shares. No data is provided
with respect to amounts paid pursuant to the Service Plan for Administrative
Shares and Participant Shares as such classes had not been offered as of the
fiscal year end.

SHAREHOLDER SERVICES PLAN
(INSTITUTIONAL SHARES ONLY)

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

The Fund, as to its Institutional Shares only, has adopted a Shareholder
Services Plan (the "Plan") pursuant to which the Fund has agreed to reimburse
the 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 the Plan, and the
purposes for which such expenditures were incurred, must be made to the Fund's
Board for its review. In addition, the Plan provides that material amendments
of the Plan must be approved by the Board, and by the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Fund 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. The Plan is subject to annual approval by such vote cast in person
at a meeting called for the purpose of voting on the Plan. The Plan was last so
approved by the Board members at a meeting held on May 22, 1996. The Plan is
terminable at any time by vote of a majority of the Board members who are not
"interested persons" and have no direct or indirect financial interest in the
operation of the Plan.

For the fiscal year ended September 30, 1996, the amount payable by the
Fund pursuant to the Plan, with respect to its Institutional Shares, was borne
directly by the Manager pursuant to an agreement in effect. See "Management
Agreement."

HOW TO REDEEM SHARES

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

Redemption by Wire or Telephone. By using this procedure, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be an authorized
representative of the investor, and reasonably believed by the Transfer Agent to
be genuine. Ordinarily, the 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 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; otherwise, the 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. The Fund has committed to pay in cash all
redemption requests by any shareholders 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 Fund's 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 (a) during any period when the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (b) when
trading in the markets the Fund ordinarily utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange Commission so that
disposal of the Fund's investments or determination of its net asset value is
not reasonably practicable, or (c) for such other periods as the Securities and
Exchange Commission by order may permit to protect the Fund's investors.

DETERMINATION OF NET ASSET VALUE

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

Amortized Cost Pricing. The valuation of the 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.

The 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 per share
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.

The extent of any deviation between the Fund's net asset value 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 by
using available market quotations or market equivalents.

New York Stock Exchange Closings. The holidays (as observed) on which
both the New York Stock Exchange and the Transfer Agent are closed currently
are: New Year's Day, Presidents' Day, 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 Prospectus entitled "Shareholder Services."

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

Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege permits
an investor to purchase, in exchange for shares of one class of the Fund, shares
of the same class of Dreyfus Cash Management, Dreyfus Government Cash
Management, Dreyfus Institutional Short Term Treasury Fund (which offers
Institutional Shares and Investors Shares only), Dreyfus Municipal Cash
Management Plus, Dreyfus New York Municipal Cash Management, Dreyfus Tax Exempt
Cash Management, Dreyfus Treasury 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 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 gain 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 the 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 the securities may reflect the spread between the bid
and asked price. No brokerage commissions have been paid by the Fund to date.

Transactions are allocated to various dealers by the Fund's portfolio
managers in their best judgment. The primary consideration is prompt and
effective execution of orders at the most favorable price. Subject to that
primary consideration, dealers may be selected for research, statistical or
other services to enable the Manager to supplement its own research and analysis
with the views and information of other securities firms and may be selected
based upon their sales of Fund shares.

Research services furnished by brokers through which the 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 the 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 the relevant Prospectus entitled "Yield Information."

No yield information is provided with respect to the Fund's
Administrative Shares or Participant Shares as such share classes had not been
offered as of the date of the financial statements accompanying this Statement
of Additional Information.

For the seven-day period ended September 30, 1996, the yield and
effective yield for Institutional Shares and Investor Shares was 5.36% and
5.50%, and 5.11% and 5.24%, respectively. 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 the shareholder's account, 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
expected to be lower than that of Administrative Shares, and the performance of
Participant Shares should be expected to be lower than that of Investor Shares.

Yields will fluctuate and are not necessarily representative of future
results. Each 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 the
Fund's price per share is determined.

INFORMATION ABOUT THE FUND

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

The 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.

The 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.

The 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 the Fund's transfer and
dividend disbursing agent. Under a transfer agency agreement with the 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 the Fund to the Transfer Agent were borne directly by the Manager pursuant to
an agreement in effect. See "Management Agreement."

The Bank of New York, 90 Washington Street, New York, New York 10286,
acts as custodian of the Fund's investments.

Wells Fargo Bank, N.A., 707 Wilshire Boulevard, Los Angeles, California
90017 serves as sub-custodian of the Fund's investments.

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

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

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

APPENDIX

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

Commercial Paper Ratings and Short-Term Ratings

The designation A-1 by S&P indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined
to possess overwhelming safety characteristics are denoted with a plus sign (+)
designation.

The rating Prime-1 (P-1) is the highest commercial paper rating assigned
by Moody's. Issuers of P-1 paper must have a superior capacity for repayment of
short-term promissory obligations, and ordinarily will be evidenced by leading
market positions in well established industries, high rates of return on funds
employed, conservative capitalization structures with moderate reliance on debt
and ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established access
to a range of financial markets and assured sources of alternate liquidity.

The rating Fitch-1 (Highest Grade) is the highest commercial paper rating
assigned by Fitch. Paper rated Fitch-1 is regarded as having the strongest
degree of assurance for timely payment.

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

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

The rating TBW-1 is the highest short-term obligation rating assigned by
BankWatch. Obligations rated TBW-1 are regarded as having the strongest
capacity for timely repayment.

Bond Ratings and Long-Term Ratings

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

Bonds rated Aaa are judged by Moody's to be of the best quality. Bonds
rated Aa by Moody's are judged by Moody's to be of high quality by all standards
and, together with the Aaa group, they comprise what are generally known as
high-grade bonds.

Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade,
broadly marketable and suitable for investment by trustees and fiduciary
institutions and liable to but slight market fluctuation other than through
changes in the money rate. The prime feature of an AAA bond is a showing of
earnings several times or many times interest requirements, with such stability
of applicable earnings that safety is beyond reasonable question whatever
changes occur in conditions.

Bonds rated AAA by Duff are considered to be of the highest credit
quality. The risk factors are negligible, being only slightly more than U.S.
Treasury debt.

Obligations rated AAA by IBCA have the lowest expectation of investment
risk. Capacity for timely repayment of principal and interest is substantial,
such that adverse changes in business, economic or financial conditions are
unlikely to increase investment risk significantly. Obligations rated AA by
IBCA have a very low expectation of investment risk. Capacity for timely
repayment of principal and interest is substantial. Adverse changes in
business, economic or financial conditions may increase investment risk albeit
not very significantly.

IBCA also assigns a rating to certain international and U.S. banks. An
IBCA bank rating represents IBCA's current assessment of the strength of the
bank and whether such bank would receive support should it experience
difficulties. In its assessment of a bank, IBCA uses a dual rating system
comprised of Legal Ratings and Individual Ratings. In addition, IBCA assigns
banks long- and short-term ratings as used in the corporate ratings discussed
above. Legal Ratings, which range in gradation from 1 through 5, address the
question of whether the bank would receive support provided by central banks
or shareholders if it experienced difficulties, and such ratings are considered
by IBCA to be a prime factor in its assessment of credit risk. Individual
Ratings, which range in gradations from A through E, represent IBCA's assessment
of a bank's economic merits and address the question of how the bank would be
viewed if it were entirely independent and could not rely on support from state
authorities or its owners.

In addition to ratings of short-term obligations, BankWatch assigns a
rating to each issuer it rates, in gradations of A through E. BankWatch
examines all segments of the organization including, where applicable, the
holding company, member banks or associations, and other subsidiaries. In those
instances where financial disclosure is incomplete or untimely, a qualified
rating (QR) is assigned to the institution. BankWatch also assigns, in the case
of foreign banks, a country rating which represents an assessment of the overall
political and economic stability of the country in which the bank is domiciled.

FINANCIAL STATEMENTS and REPORTS OF INDEPENDENT AUDITORS: The financial
statements and report of independent auditors with respect to Dreyfus Cash
Management Plus, Inc., dated September 30, 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 Fund's annual report.

DREYFUS CASH MANAGEMENT PLUS, INC.

PART C. OTHER INFORMATION
_________________________

Item 24. Financial Statements and Exhibits - List
_______ _________________________________________

(a) Financial Statements:

Included in Part A of the Registration Statement:

Condensed Financial Information, with respect to Class A shares
(to be designated as Institutional Shares), for the period from
October 6, 1987 (commencement of operations) to September 30,
1988 and for the eight years in the period ended September 30,
1996 and, with respect to Class B shares (to be designated as
Investor Shares), for the period from January 24, 1994
(commencement of initial offering) to September 30, 1994 and
for each of the two years in the period ended September 30,
1996.

Included in Part B of the Registration Statement:

The financial statements and report of independent
auditors for the fiscal year ended Septembr 30, 1996,
are incorporated by reference into the Statement of
Additional Information dated November 20, 1996.

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

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

(b) Exhibits:

(1)(a) Registrant's Articles of Incorporation is incorporated by referenced
to Exhibit (1)(a) of Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A, filed on January 26, 1994.

(2) Registrant's By-Laws are incorporated by reference to Exhibit (2) of
Post-Effective Amendment No. 11 to the Registration Statement on Form
N-1A, filed on October 25, 1995.

(5) Management Agreement is incorporated by referenced to Exhibit (5) of
Post-Effective Amendment No. 10 to the Registration Statement on Form
N-1A, filed on December 1, 1994.

(6) Distribution Agreement is incorporated by referenced to Exhibit (6)
of Post-Effective Amendment No. 10 to the Registration Statement on
Form N-1A, filed on December 1, 1994.

(8)(a) Amended and Restated Custody Agreement is incorporated by reference
to Exhibit (8)(a) of Post-Effective Amendment No. 11 to the
Registration Statement on Form N-1A, filed on October 25, 1995.

(8)(b) Sub-Custodian Agreement is incorporated by reference to Exhibit
(8)(b) of Post-Effective Amendment No. 11 to the Registration
Statement on Form N-1A, filed on October 25, 1995.

(9) Shareholder Services Plan is incorporated by reference to Exhibit (9)
of Post-Effective Amendment No. 13 to the Registration Statement on
Form N-1A, filed on September 20, 1996.

(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Post-Effective Amendment No. 11 to the
Registration Statement on Form N-1A, filed on October 25, 1995.

(11) Consent of Independent Auditors.

(15) Service Plan is incorporated by reference to Exhibit (15) of Post-
Effective Amendment No. 13 to the Registration Statement on Form N-
1A, filed on September 20, 1996.

(16) Schedule of Computation of Performance Data for Class A shares is
incorporated by reference to Exhibit (16) of Post-Effective Amendment
No. 8 to the Registration Statement on Form N-1A, filed September 30,
1993. Schedule of Computation of Performance Data for Class B shares
is incorporated by reference to Exhibit (16) of Post-Effective No. 10
to the Registration Statement on Form N-1A, filed on December 1,
1994.

(18) Rule 18f-3 Plan is incorporated by reference to Exhibit (18) of Post-
Effective Amendment No. 13 to the Registration Statement on Form N-
1A, filed on September 20, 1996.

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

Other Exhibits

(a) Powers of Attorney of Directors is incorporated by
reference to Other Exhibits (a) of Post-Effective
Amendment No. 13 to the Registration Statement on Form N-
1A, filed on September 20, 1996.

(b) Power of Attorney of Officer is incorporated by reference
to Other Exhibits (b) of Post-Effective Amendment No. 13
to the Registration Statement on Form N-1A, filed on
September 20, 1996.

(c) Certificate of Assistant Secretary is incorporated by
reference to Other Exhibits (c) of Post-Effective
Amendment No. 13 to the Registration Statement on Form N-
1A, filed on September 20, 1996.

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

Not Applicable

Item 26. Number of Holders of Securities

(1) (2)

Number of Record
Title of Class Holders as of November 5, 1996

Common Stock
(par value $.001)

Class A................................. 549

Class B................................. 320

Item 27. Indemnification

Reference is made to Article EIGHT of the Registrant's Articles of
Incorporation previously filed as Exhibit 1 of Post-Effective
Amendment No. 9 to the Registration Statement on Form N-1A, filed on
January 26, 1994. The application of these provisions is limited by
Article 10 of the Registrant's By-Laws previously filed as Exhibit 2
to Post-Effective Amendment No. 11 to the Registration Statement on
Form N-1A on October 25, 1995 and by the following undertaking set
forth in the rules promulgated by the Securities and Exchange
Commission: Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is, therefore,
unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such trustee, officer or controlling

Item 27. Indemnification (continued)

person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in such Act and will be
governed by the final adjudication of such issue.

Reference is also made to the Distribution Agreement filed as Exhibit
(6) of Post-Effective Amendment No. 10 to the Registration Statement
on Form N-1A, filed on December 1, 1994.

Item 28. Business and Other Connections of Investment Adviser

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

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

Officers and Directors of Investment Adviser
____________________________________________

Name and Position
with Dreyfus Other Businesses
_________________ ________________

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

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

ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and Member of the Executive
Committee of Avnet, Inc.**

LAWRENCE M. GREENE None
Director

JULIAN M. SMERLING None
Director

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

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

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

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

PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903
Director:
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization, Inc.***;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081

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

ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Institutional Sales Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus
Service Corporation*;
Group Retirement Plans Division of
Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Vice President:
The Dreyfus Trust Company++

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

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

PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications

MARY BETH LEIBIG None
Vice President-
Human Resources

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

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

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

______________________________________

* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
**** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
***** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
+ The address of the business so indicated is Atrium Building,
80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.

Item 29. Principal Underwriters
________ ______________________

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

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

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

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

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

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

Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer

Eric B. Fischman++ Vice President and Associate Vice President
General Counsel and Assistant
Secretary

Paul Prescott+ Vice President None

Elizabeth Bachman++ Assistant Vice President Vice President
and Assistant
Secretary

Mary Nelson+ Assistant Treasurer None

John J. Pyburn++ Assistant Treasurer Assistant
Treasurer

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

John W. Gomez+ Director None

William J. Nutt+ Director None

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

Item 30. Location of Accounts and Records
________________________________

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

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

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

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

Item 31. Management Services
_______ ___________________

Not Applicable

Item 32. Undertakings
________ ____________

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

(2) To furnish each person to whom a prospectus is delivered with a
copy of the Fund's latest Annual Report to Shareholders, upon
request and without charge.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, and
State of New York on the 15th day of November, 1996.

DREYFUS CASH MANAGEMENT PLUS, INC.

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

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

Signatures Title Date
__________________________ _______________________________ _________

/s/Marie E. Connolly* President and Treasurer 11/15/96
- -------------------------- (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)

/s/David W. Burke* Director 11/15/96
- --------------------------
David W. Burke

/s/Isabel P. Dunst* Director 11/15/96
- --------------------------
Isabel P. Dunst

/s/Lyle E. Gramley* Director 11/15/96
- --------------------------
Lyle E. Gramley

/s/Warren B. Rudman* Director 11/15/96
- --------------------------
Warren B. Rudman

*BY: __________________________
Elizabeth Bachman
Attorney-in-Fact

EXHIBIT INDEX

EXHIBIT NO. EXHIBIT

(11) Consent of Independent Auditors

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing
Agent, Custodian, Counsel and Independent Auditors" and to the use of
our report dated October 31, 1996, in this Registration Statement (Form
N-1A 33-16693) of Dreyfus Cash Management Plus, Inc.

ERNST & YOUNG LLP

New York, New York
November 18, 1996

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