DREYFUS CASH MANAGEMENT PLUS INC, 497, 1996-11-25

DREYFUS CASH MANAGEMENT PLUS INC
497, 1996-11-25

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PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT PLUS, INC.
[INSTITUTIONAL SHARES]
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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.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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<TABLE>

TABLE OF CONTENT
Page
<S> <C> <C> <C>
Annual Fund Operating Expenses........................ 2 Shareholder Services............................ 6
Condensed Financial Information....................... 3 How to Redeem Shares............................ 7
Yield Information..................................... 3 Shareholder Services Plan....................... 8
Description of the Fund............................... 3 Dividends, Distributions and Taxes.............. 8
Management of the Fund. .............................. 5 General Information............................. 9
How to Buy Shares..................................... 5 Appendix........................................ 10

</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>

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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY
RESULT IN AN ACTUAL RETURN GREATER OR LESS THAN 5%.
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The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by 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.

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
Page 3
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 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 equi-
Page 4
tably 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, 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
Page 5
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 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.

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
Page 6
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.
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
Page 7
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
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.
Page 8
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.
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 9
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
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
Page 10
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 11

PROSPECTUS
FOR

Dreyfus
Cash Management
Plus, Inc.
[INSTITUTIONAL SHARES]

Copy Rights 1996 Dreyfus Service Corporation
719p112096
- ------------------------------------------------------------------------------
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.

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 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>

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

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.
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.

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 with-
Page 3
out 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

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 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
Page 5
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 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 Privilege, Redemption by Wire or
Telephone, Redemption Through Compatible Computer Facilities and the
dividend/capital gain distribution option selected by the investor.

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.
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
Page 7
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.

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.
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.
Page 8
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.
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.

Page 9
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, inter
est 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.

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

Copy Rights 1996 Dreyfus Service Corporation
579p112096

- ------------------------------------------------------------------------------
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............................ 6
Condensed Financial Information....................... 3 How to Redeem Shares............................ 7
Yield Information..................................... 3 Shareholder Services Plan....................... 8
Description of the Fund............................... 3 Dividends, Distributions and Taxes.............. 8
Management of the Fund. .............................. 5 General Information............................. 9
How to Buy Shares..................................... 5 Appendix........................................ 10

</TABLE>

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.
<TABLE>
<CAPTION>

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.
DESCRIPTION OF THE FUND
GENERAL

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
Page 3
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

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 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.
Page 4

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 5
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 Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Computer
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Before any
exchange into a fund offered by another prospectus, the investor must obtain
and should review a copy of the current prospectus of the fund into which the
exchange is being made. Prospectuses may be obtained by calling one of the
telephone numbers listed under "General Information" in this Prospectus.
Shares will be exchanged at the net asset value next determined after receipt
of an exchange request in proper form. No fees currently are charged
investors directly in connection with exchanges, although the Fund reserves
the right, upon not less than 60 days' written notice, to charge investors a
nominal fee in accordance with rules promulgated by the Securities and
Exchange Commission. 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."
Page 6
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.
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
Page 7
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.

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.
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.
Page 8
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.
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 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 9
APPENDIX
INVESTMENT TECHNIQUES

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.

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

Copy Rights 1996 Dreyfus Service Corporation
671p112096
- -----------------------------------------------------------------------------
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.

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 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.

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.
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

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

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 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.

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.
PAGE 4
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

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, 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.

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.
PAGE 5
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.
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, Redemption by Wire or
Telephone, Redemption Through Compatible Computer Facilities and the
dividend/capital gain distribution option selected by the investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Before any
exchange into a fund offered by another prospectus, the investor must obtain
and should
PAGE 6
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 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.
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
PAGE 7
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.

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.

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
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 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 9
APPENDIX
INVESTMENT TECHNIQUES

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 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
PAGE 10
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 11

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

Copy Rights 1996 Dreyfus Service Corporation
599p112096