DREYFUS CASH MANAGEMENT PLUS INC, 497, 1997-08-25

DREYFUS CASH MANAGEMENT PLUS INC
497, 1997-08-25

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COMBINED PROSPECTUS APRIL 1, 1997

AS REVISED AUGUST 25, 1997

DREYFUS CASH MANAGEMENT FUNDS
[ADMINISTRATIVE SHARES]
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DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS
TREASURY PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE, AND NEW YORK
CITY INCOME TAXES.
THE FUNDS ARE DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY
BANKS, ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY, CUSTODIAL
OR SIMILAR CAPACITY. FUND SHARES MAY NOT BE PURCHASED DIRECTLY BY
INDIVIDUALS, ALTHOUGH INSTITUTIONS MAY PURCHASE SHARES FOR ACCOUNTS
MAINTAINED BY INDIVIDUALS. SUCH INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES
OF THIS PROSPECTUS TO EACH INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE
INSTITUTION PURCHASES FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING ADMINISTRATIVE SHARES.
ADMINISTRATIVE SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED
IN ACCORDANCE WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
INVESTORS CAN INVEST, REINVEST OR REDEEM ADMINISTRATIVE SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT INVESTMENT CHOICES IN ONE
DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED APRIL 1, 1997, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS
IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
Page
Annual Fund Operating Expenses....................................... 3
Condensed Financial Information...................................... 4
Yield Information.................................................... 7
Description of the Funds............................................. 7
Management of the Funds.............................................. 10
How to Buy Shares.................................................... 11
Shareholder Services................................................. 13
How to Redeem Shares................................................. 13
Service Plan......................................................... 14
Dividends, Distributions and Taxes................................... 14
General Information.................................................. 16
Appendix............................................................. 18
Page 2

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
ADMINISTRATIVE
SHARES
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
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
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The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Administrative
Shares, the payment of which will reduce investors' annual return. As to each
Fund's Administrative Shares, unless The Dreyfus Corporation gives Fund
investors at least 90 days' notice to the contrary, The Dreyfus Corporation,
and not the Fund, will be liable for all Fund expenses (exclusive of taxes,
brokerage, interest on 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 .10 of 1% of the value of the
Fund's average daily net assets attributable to Administrative Shares.
Institutions and certain Service Agents (as defined below) effecting
transactions in Administrative Shares for the accounts of their clients may
charge their clients direct fees in connection with such transactions; such
fees are not reflected in the foregoing table. See "Management of the Funds,"
"How to Buy Shares" and "Service Plan."
Page 3

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

FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for an Administrative Share outstanding, total investment return, ratios to
average net assets and other supplemental data for each period indicated.
This information has been derived from the relevant Fund's financial
statements.
DREYFUS CASH MANAGEMENT
-------------------------
Period Ended
January 31, 1997(1)
-------------------------
PER SHARE DATA:
<S> <C>
Net asset value, beginning of period................................................ $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
__---
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
__---
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 5.22%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 3.74%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
DREYFUS CASH MANAGEMENT PLUS, INC.
---------------___________________-
Period Ended
January 31, 1997(1)
---------------___________________-
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
__---
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
__---
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 5.22%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 4.99%(2)
Net Assets, end of period (000's omitted)........................................... $199
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
Page 4

DREYFUS GOVERNMENT CASH MANAGEMENT
-------------_____________________
Period Ended
January 31, 1997(1)
-------------_____________________
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
__---
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
__---
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 5.17%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 5.15%(2)
Net Assets, end of period (000's omitted)........................................... $36,900
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

DREYFUS TREASURY CASH MANAGEMENT
_____________________-----------
Period Ended
January 31, 1997(1)
_____________________-----------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
__---
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
__---
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 5.07%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 4.25%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

DREYFUS TREASURY PRIME
CASH MANAGEMENT
____________---------
Period Ended
January 31, 1997(1)
____________---------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
__---
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
__---
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.97%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 4.91%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
Page 5

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
-----------_______________________--------
Period Ended One Month Ended
December 31, 1996(1) January 31, 1997*
---------___________ --------_________-
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00 $1.00
__--- --__-
INVESTMENT OPERATIONS:
Investment income-net............................................................ .0004 .003
__--- --__-
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.0004) (.003)
__--- --__-
Net asset value, end of period................................................... $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 3.38%(2) 3.30%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .30%(2) .30%(2)
Ratio of net investment income to average net assets............................. 3.73%(2) 3.64%(2)
Net Assets, end of period........................................................ $100 $100
(1) From November 21, 1996 (commencement of initial offering) to December 31, 1996.
(2) Annualized.
* The Fund has changed its fiscal year end from December 31 to January 31. The information provided is from January 1, 1997
through January 31, 1997.
DREYFUS TAX EXEMPT CASH MANAGEMENT
______________________------------
Period Ended
January 31, 1997(1)
______________________------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................ .006
__---
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.006)
__---
Net asset value, end of period................................................... $1.00
=====
TOTAL INVESTMENT RETURN.......................................................... 3.24%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .30%(2)
Ratio of net investment income to average net assets............................. 3.54%(2)
Net Assets, end of period........................................................ $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT
----------_______________
Period Ended
January 31, 1997(1)
----------_______________
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................ .006
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.006)
__---
Net asset value, end of period................................................... $1.00
=====
TOTAL INVESTMENT RETURN.......................................................... 3.24%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .30%(2)
Ratio of net investment income to average net assets............................. 3.24%(2)
Net Assets, end of period........................................................ $100
</TABLE>

(1) From November 21, 1996 (commencement of initial offering) to January 31,
1997.
(2) Annualized.
Page 6

YIELD INFORMATION
From time to time, each Fund advertises the yield and effective
yield of its Administrative Shares. Both yield figures are based on
historical earnings and are not intended to indicate future performance. It
can be expected that these yields will fluctuate substantially. The yield for
Administrative Shares of the Fund refers to the income generated by an
investment in Administrative Shares of the Fund over a seven-day period
(which period will be stated in the advertisement). This income is then
annualized. That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The effective yield is calculated
similarly, but, when annualized, the income earned by an investment in
Administrative Shares of the Fund is assumed to be reinvested. The effective
yield will be slightly higher than the yield because of the compounding
effect of this assumed reinvestment. A Fund's yield and effective yield for
Administrative Shares may reflect absorbed expenses pursuant to any
undertaking that may be in effect. See "Management of the Funds."
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, and Dreyfus New York Municipal Cash Management
(collectively, the "Tax Exempt Funds"), tax equivalent yield is calculated by
determining the pre-tax yield which, after being taxed at a stated rate (in
the case of Dreyfus New York Municipal Cash Management, typically the highest
combined Federal, New York State, and New York City personal income tax
rates), would be equivalent to a stated yield or effective yield calculated
as described above.
Yield information is useful in reviewing the performance of a
Fund's Administrative Shares, but because yields will fluctuate, under
certain conditions such information may not provide a basis for comparison
with domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.
Comparative performance information may be used from time to time
in advertising or marketing Fund shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING FUND SHARES AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have
agreed to transmit copies of this Prospectus and all relevant Fund materials,
including proxy materials, to each individual or entity for whose account the
institution purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with
as high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, each Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the 1940 Act,
which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, which are rated in one of the two highest rating
categories for debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if the
instrument was rated by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures established by
the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management Plus
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 Fund's Board. The nationally recognized statistical rating
organizations
Page 7

currently rating instruments of the type Dreyfus Cash Management, Dreyfus Cash
Management Plus, and each Tax Exempt Fund may purchase are Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA
Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the applicable "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 a Fund will be able to
maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix_Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS _ 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 _ Investment Techniques." 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.
DREYFUS GOVERNMENT CASH MANAGEMENT _ The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix_Investment
Techniques_Lending Portfolio Securities."
DREYFUS TREASURY CASH MANAGEMENT _ The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix_Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT _ The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS _ The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in Municipal Obligations. Municipal Obligations are debt
obligations issued by states, territories and possessions of the United States
and the District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest from
which is, in the opinion of bond counsel to the issuer, exempt from Federal
income tax. Municipal Obligations generally include debt obligations issued
to obtain funds for various public purposes as well as certain industrial
development bonds issued by or on behalf of public authorities. Municipal
Obligations bear fixed, floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities."
From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the value of the Fund's net
assets) or for temporary defensive purposes, the Fund may invest in taxable
money market instruments ("Taxable Investments") of the quality described
under "Appendix_Certain Portfolio Securities_Taxable Investments."
Page 8

DREYFUS TAX EXEMPT CASH MANAGEMENT _ The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ The Fund's management policies
are identical to those Dreyfus Municipal Cash Management Plus, except that,
under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State, and New York City income taxes (collectively, "New York Municipal
Obligations"). The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State, and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations which are subject to New York State and New York City
income tax and in Taxable Investments. See "Investment Considerations and
Risks _ Investing in New York Municipal Obligations" below, "Dividends,
Distributions and Taxes," and "Appendix _ Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each of these Funds' 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. Each 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 (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
_ Each of these Funds may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus may invest in 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. Accordingly, 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. 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.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may invest more than 25% of the value of
its total assets in Municipal Obligations which are related in such a way
that an economic, business or political development or change affecting one
such security also would affect the other securities; for example, securities
the interest upon which is paid from revenues of similar types of projects,
or securities whose issuers are located in the same state. As a result, each
of these Funds may be subject to greater risk as compared to a fund that does
not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds may invest may contain "non-appropriation" clauses which provide that
the municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Page 9

Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal Obligations
qualifying for Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for purchase by
the Fund and thus reduce available yield. Shareholders should consult their
tax advisers concerning the effect of these provisions on an investment in
either of these Funds. Proposals that may restrict or eliminate the income tax
exemption for interest on Municipal Obligations may be introduced in the
future. If any such proposal were enacted that would reduce the availability
of Municipal Obligations for investment by these Funds so as to adversely
affect Fund shareholders, each Fund would reevaluate its investment objective
and policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that would
treat a type of Municipal Obligation as taxable, the Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Since Dreyfus New York Municipal Cash Management is
concentrated in securities issued by New York or entities within New York, an
investment in the Fund may involve greater risk than investments in certain
other types of money market funds. Investors should consider carefully the
special risks inherent in investing principally in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January, 1997,
New York State projected an operating surplus in the General Fund for fiscal
1996-1997. There can be no assurance that the State will not face substantial
potential budget gaps in future years. Investors should obtain and review a
copy of the Statement of Additional Information which more fully sets forth
these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not
limited by the 1940 Act. A "diversified" investment company is required by
the 1940 Act generally, with respect to 75% of its total assets, to invest
not more than 5% of such assets in the securities of a single issuer. Since a
relatively high percentage of the Fund's assets may be invested in the
obligations of a limited number of issuers, the Fund's investments may be
more sensitive to changes in the market value of a single issuer. However, to
meet Federal tax requirements, at the close of each quarter the Fund may not
have more than 25% of its total assets invested in any one issuer and, with
respect to 50% of total assets, not more than 5% of its total assets invested
in any one issuer. These limitations do not apply to U.S. Government
securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of July 31, 1997, The Dreyfus Corporation managed
or administered approximately $92 billion in assets for approximately 1.7
million investor accounts nationwide.

The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
each Fund, subject to the authority of the Fund's Board in accordance with
Maryland law, with respect to Dreyfus Cash Management Plus, and in accordance
with Massachusetts law, with respect to each other Fund.
Page 10

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
$259 billion in assets as of March 31, 1997, including approximately $88
billion in proprietary mutual fund assets. As of March 31, 1997, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.061 trillion in
assets, including approximately $58 billion in mutual fund assets.
For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's 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 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. No Fund will reimburse The Dreyfus Corporation for
any amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.

TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian (the "Custodian").

HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Administrative Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the investor acts in some other capacity. An
institution may arrange with the Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
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 any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.

Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") may
impose certain conditions on their clients which are different from those
described in this Prospectus and, to the extent permitted by applicable
regulatory authority, 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.

Page 11

Administrative Shares may be purchased by wire, by telephone or
through a compatible automated interface or trading system. 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 automated 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 or
other agent or entity subject to the direction of such agents. If an investor
does not remit Federal Funds, its payment must be converted into Federal
Funds. This usually occurs within one business day of receipt of a bank wire
and within two business days of receipt of a check drawn on a member bank of
the Federal Reserve System. Checks drawn on banks which are not members of
the Federal Reserve System may take considerably longer to convert into
Federal Funds. Prior to receipt of Federal Funds, the investor's money will
not be invested.

Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT (as indicated) _ Each of these Fund's net asset value per
share is determined twice daily: (i) as of 5:00 p.m., New York time, and (ii)
as of 8:00 p.m., New York time, on each day the New York Stock Exchange or,
as to Dreyfus Cash Management and Dreyfus Cash Management Plus, 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.

Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time,
will become effective at the price determined at 5:00 p.m., New York time, on
that day. Shares so purchased will receive the dividend declared on that day.

As to each Fund except Dreyfus Treasury Prime Cash Management,
orders placed with Dreyfus Institutional Services Division in New York after
12:00 Noon, New York time, but prior to 5:00 p.m., New York time, and
payments for which are received in or converted into Federal Funds by the
Custodian by 6:00 p.m., New York time, also will become effective at the
price determined at 5:00 p.m., New York time, on that day. Shares so
purchased will receive the dividend declared on that day.

As to Dreyfus Treasury Prime Cash Management only, orders placed
with Dreyfus Institutional Services Division in New York after 12:00 Noon,
New York time, but prior to 3:00 p.m., New York time, and payments for which
are received in or converted into Federal Funds by the Custodian by 6:00
p.m., New York time, also will become effective at the price determined at
5:00 p.m., New York time, on that day. Shares so purchased will receive the
dividend declared on that day. Orders for shares placed between 3:00 p.m. and
5:00 p.m., New York time, will not be accepted and executed, and notice of
the purchase order being rejected will be given to the institution placing
the order and any funds received will be returned promptly to the sending
institution.

Orders effected through an automated interface or trading system
after 5:00 p.m., New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders in proper form effected between 5:00 p.m. and 8:00 p.m., New York
time, by a means other than an automated interface or trading system will
become effective on the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ Each of these Fund's net
asset value per share is determined twice daily: (i) as of 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time, on each day the New York
Stock Exchange is open for business. Net asset value per share of each class
of shares is computed by dividing the value of the Fund's net assets
represented by such class (i.e., the value of its assets less liabilities) by
the total number of shares of such class outstanding. See "Determination of
Net Asset Value" in the Statement of Additional Information.

Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time,
will be effective at the price determined at 12:00 Noon, New York time, on
that day. Shares so purchased will receive the dividend declared on that day.

so purchased will begin to accrue dividends on the business day following the
date the order became effective. Orders in proper form effected between 12:00
Noon and 8:00 p.m., New York time, by a means other than an automated
interface or trading system will become effective on the following business
day.

SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Administrative
Shares of a Fund, Administrative Shares of any other Fund. 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 Automated
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." 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 each Fund reserves the right,
upon not less than 60 days' written notice, to charge investors a nominal
administrative fee in accordance with rules promulgated by the Securities and
Exchange Commission. Each Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."
An investor who wishes to redeem Administrative Shares and purchase
shares of another class of a Fund should contact Dreyfus Institutional
Services Division by calling one of the telephone numbers listed under
"General Information" in this Prospectus, and should obtain and review a copy
of the current prospectus for the relevant share class which the investor
wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE _ Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Administrative Shares of a Fund, in Administrative
Shares of any other Fund if the investor is a shareholder in such Fund. The
amount an investor designates, which can be expressed either in terms of a
specific dollar or share amount, will be exchanged automatically on the first
and/or fifteenth of the month according to the schedule that the investor has
selected. Shares will be exchanged at the then-current net asset value. The
right to exercise this Privilege may be modified or cancelled by the Fund or
the Transfer Agent. An investor may modify or cancel the exercise of this
Privilege at any time by mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. Each Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege 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.
None of the Funds imposes charges when Administrative Shares are
redeemed. Service Agents or other institutions may charge their clients a fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all Administrative
Shares redeemed within seven days after receipt by Dreyfus Institutional
Services Division of a redemption request in proper form, except as provided
by the rules of the Securities and Exchange Commission.

DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT _ If a redemption request is received in proper form, and
transmitted to the Custodian by 5:00 p.m., New York time, the proceeds of the
redemption, if transfer by wire is requested, ordinarily will be transmitted
in Federal Funds on the same day and the shares will not receive the dividend
declared on that day. A redemption request effected through an automated
interface or trading system after 5:00 p.m., New York time, but prior to 8:00
p.m., New York time, will be effective on that day, 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. A redemption request in proper form effected between 5:00
p.m. and 8:00 p.m., New York time, by a means other than an automated
interface or trading system will not be effective until the following
business day.

A redemption request effected through an automated interface or trading system
after 12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will
be effective on that day, 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. A
redemption request in proper form effected between 12:00 Noon and 8:00 p.m.,
New York time, by a means other than an automated interface or trading system
will not be effective until the following business day.

PROCEDURES
Investors may redeem Administrative Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor refuses
it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions, investors
may experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Administrative Shares. In
such cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Administrative Shares
by wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Administrative Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES _ Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. 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 automated facilities are compatible and to receive instructions for
redeeming Administrative Shares in this manner.
SERVICE PLAN
Administrative Shares of each Fund are subject to a separate
Service Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under each
Service Plan, the Fund (a) reimburses the Distributor for distributing
Administrative Shares and (b) pays The Dreyfus Corporation, Dreyfus Service
Corporation, a wholly-owned subsidiary of The Dreyfus Corporation, and any
affiliate of either of them (collectively, "Dreyfus") for advertising and
marketing Administrative Shares and for providing certain services relating to
shareholder accounts for Administrative Shares, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder accounts
("Servicing"), at an aggregate annual rate of .10 of 1% of the value of the
Fund's average daily net assets attributable to Administrative Shares. Each
of the Distributor and Dreyfus may pay one or more Service Agents a fee in
respect of the Fund's Administrative Shares owned by shareholders with whom
the Service Agent has a Servicing relationship or for whom the Service Agent
is the dealer or holder of record. Each of the Distributor and Dreyfus
determines the amounts, if any, to be paid to Service Agents under the
Service Plan and the basis on which such payments are made. Generally, the
Service Agent will provide holders of Administrative Shares a consolidated
statement. The fee payable for Servicing is intended to be a "service fee" as
defined in NASD Conduct Rules. The fees payable under the Service Plan are
payable without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on
each day the New York Stock Exchange or the Transfer Agent, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus, or the New York Stock
Exchange only, as to each other Fund, 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
Page 14

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. No Fund will make distributions from net
realized securities gains unless capital loss carryovers, if any, have been
utilized or have expired. Investors may choose whether to receive
distributions in cash or to reinvest in additional Administrative Shares at
net asset value. All expenses are accrued daily and deducted before
declaration of dividends to investors. Dividends paid by each class of shares
will be calculated at the same time and in the same manner and will be in the
same amount, except that the expenses attributable solely to a class will be
borne exclusively by such class.
Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund 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, are taxable
as ordinary income, whether received in cash or reinvested in shares, if the
beneficial holder of shares is a citizen or resident of the United States. No
dividend paid by a Fund will qualify for the dividends received deduction
allowable to certain U.S. corporations. Distributions from net realized
long-term securities gains, if any, generally are taxable as long-term
capital gains for Federal income tax purposes if the beneficial holder of
shares is a citizen or resident of the United States, regardless of how long
shareholders have held their shares and whether such distributions are
received in cash or reinvested in additional shares. The Code provides that
the net capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income taxes and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to state and local taxes. Although all
or a substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each Tax Exempt Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, or (ii) a factor in determining
the extent to which the Social Security benefits of a beneficial holder of
Fund shares are taxable. If a Tax Exempt Fund purchases such securities, the
portion of the Fund's dividends related thereto will not necessarily be tax
exempt to a beneficial holder of Fund shares who is subject to the
alternative minimum tax and/or tax on Social Security benefits and may cause
a beneficial holder of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations
of the United States currently are not subject to state personal income tax.
Dividends paid by these Funds may be subject to state and local corporate
income and/or franchise taxes. In addition, in certain jurisdictions, Fund
shareholders may be subject to state and local taxes with respect to
ownership of Fund shares or distributions from the Fund. Each of these Funds
intends to provide shareholders with a statement which sets forth the
percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a Fund with respect to
Fund shares beneficially owned by a foreign person generally will not be
subject to U.S. nonresident withholding tax. However, such distributions may
be subject to backup withholding, as described below, unless the foreign
person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If a Tax Exempt Fund pays dividends derived from taxable income, it
intends to designate as taxable the same percentage of the day's dividend as
the actual taxable income earned on that day bears to total income earned on
that day. Thus, the percentage of the dividend designated as taxable, if any,
may vary from day to day.
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Page 15

Federal regulations generally require each Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of taxable
dividends and distributions from net realized securities gains of the Fund
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any tax withheld as
a result of backup withholding does not constitute an additional tax imposed
on the record owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.
Management believes that each Fund has qualified for the fiscal
year ended January 31, 1997 as a "regulated investment company" under the
Code. Each Fund intends to continue to so qualify if such qualification is in
the best interests of its shareholders. Such qualification relieves the Fund
of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management each were organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a separate Agreement and Declaration of Trust and
commenced operations on November 4, 1991, October 15, 1990, September 4,
1986, and December 27, 1988, respectively. Each of these Funds is authorized
to issue an unlimited number of shares of beneficial interest, par value
$.001 per share. Dreyfus Cash Management Plus was incorporated under Maryland
law on August 12, 1987, commenced operations on October 6, 1987, and is
authorized to issue 15 billion shares of common stock, par value $.001 per
share. Each Fund's shares are classified into four classes. Each share has
one vote and shareholders will vote in the aggregate and not by class, except
as otherwise required by law or with respect to any matter which affects only
one class. Holders of Administrative Shares, however, will be entitled to
vote on matters submitted to shareholders pertaining to the Service Plan.
ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) _ Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each of these Funds' Agreement and
Declaration of Trust (the "Trust Agreement") disclaims shareholder liability
for acts or obligations of such Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into
or executed by the Fund or its Trustees. Each Trust Agreement provides for
indemnification from the Fund's property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would be
unable to meet its obligations, a possibility which management believes is
remote. Upon payment of any liability incurred by a Fund organized as a
Massachusetts business trust, the shareholder paying such liability will be
entitled to reimbursement from the general assets of such Fund. Each of these
Funds intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds will hold shareholder
meetings; however, shareholders under certain circumstances may have the
right to call a meeting of shareholders for the purpose of voting to remove
Trustees.
DREYFUS CASH MANAGEMENT PLUS _ 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.
Page 16

ALL FUNDS _ The Transfer Agent maintains a record of each investor's
ownership and sends confirmations and statements of account.
Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Administrative Shares should call
such institution directly.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
Page 17

APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of
the value of a Fund's total assets, the Fund will not make any additional
investments.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT CASH MANAGEMENT) _ Each of these Funds may lend securities from
its portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Each 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 33 1/3%, as to
Dreyfus Cash Management Plus, or 20%, as to Dreyfus Government Cash
Management, of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management Plus,
cash equivalents, U.S. Government securities, or other high quality liquid
debt securities, or as to Dreyfus Government Cash Management, U.S. Treasury
securities, 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 ar
e terminable by a Fund at any time upon specified notice. Each Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ 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 (DREYFUS CASH MANAGEMENT PLUS, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) _ Each of these Funds may purchase its portfolio
securities securities on a forward commitment or when-issued basis, which
means that delivery and payment take place a number of days after the date of
the commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such
securities only with the intention of actually acquiring the securities, but
the Fund may sell these securities before the settlement date if it is deemed
advisable. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT,
AND DREYFUS TREASURY PRIME CASH MANAGEMENT) _ Each of these Funds may invest
in U.S. Treasury securities which include Treasury Bills, Treasury Notes and
Treasury Bonds that differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less;
Treasury Notes have initial maturities of one to ten years; and Treasury
Bonds generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) _ Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. 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.
Page 18

REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) _
Each of these Funds 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 (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London 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, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. See "Description of the Funds _ Investment
Considerations and Risks _ Bank 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 (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by each
Fund will consist only of direct obligations. The other corporate obligations
in which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master
demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ 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.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) _ The asset-backed
securities in which the Fund may invest are securities issued by special
purpose entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities and
in certain cases, supported by letters of credit, surety bonds or other forms
of credit or liquidity enhancements. The value of these asset-backed
securities also may be affected by the creditworthiness of the servicing
agent for the pool of assets, the originator of the loans or receivables or
the financial institutions providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue
Page 19

source, but not from the general taxing power. Tax exempt industrial
development bonds, in most cases, are revenue bonds that generally
do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase floating and variable rate
demand notes and bonds, which are tax exempt obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated that
such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. These instruments may have
fixed, floating or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Each of these Funds may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment, the
Fund obligates a broker, dealer or bank to repurchase, at the Fund's option,
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make
payment on demand. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and none of these Funds intends to exercise
its rights thereunder for trading purposes. These Funds may pay for stand-by
commitments if such action is deemed necessary, thus increasing to a degree
the cost of the underlying Municipal Obligation and similarly decreasing such
security's yield to investors. Gains realized in connection with stand-by
commitments will be taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To
the extent set forth in this Prospectus, each of these Funds may invest in
Taxable Investments consisting of: notes of issuers having, at the time of
purchase, a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund
Page 20

from Taxable Investments will be taxable to investors. See "Dividends,
Distributions and Taxes." Except for temporary defensive purposes, at no time
will more than 20% of the value of the Fund's net assets be invested in
Taxable Investments and, with respect to Dreyfus Tax Exempt Cash Management,
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable instruments.
Under normal market conditions, neither of these Funds anticipate that more
than 5% of the value of its total assets will be invested in any one category
of Taxable Investments.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
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Page 22

Copy Rights 1997 Dreyfus Service Corporation CMGT/p082597adm
Page 23
Prospectus

Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus New York Municipal
Cash Management
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management

Administrative Shares

Dreyfus
Page 24
- ------------------------------------------------------------------------------
COMBINED PROSPECTUS APRIL 1, 1997

AS REVISED AUGUST 25, 1997

DREYFUS CASH MANAGEMENT FUNDS
[INSTITUTIONAL SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS
TREASURY PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE, AND NEW YORK
CITY INCOME TAXES.
THE FUNDS ARE DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY
BANKS, ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY, CUSTODIAL
OR SIMILAR CAPACITY. FUND SHARES MAY NOT BE PURCHASED DIRECTLY BY
INDIVIDUALS, ALTHOUGH INSTITUTIONS MAY PURCHASE SHARES FOR ACCOUNTS
MAINTAINED BY INDIVIDUALS. SUCH INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES
OF THIS PROSPECTUS TO EACH INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE
INSTITUTION PURCHASES FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING INSTITUTIONAL SHARES.
INVESTORS CAN INVEST, REINVEST OR REDEEM INSTITUTIONAL SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT INVESTMENT CHOICES IN ONE
DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED APRIL 1, 1997, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS
IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP://WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------

TABLE OF CONTENTS
Page
Annual Fund Operating Expenses....................................... 3
Condensed Financial Information...................................... 4
Yield Information.................................................... 7
Description of the Funds............................................. 7
Management of the Funds.............................................. 10
How to Buy Shares.................................................... 11
Shareholder Services................................................. 13
How to Redeem Shares................................................. 13
Shareholder Services Plan............................................ 14
Dividends, Distributions and Taxes................................... 14
General Information.................................................. 16
Appendix............................................................. 18
Page 2

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

INSTITUTIONAL
SHARES
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
- ------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Institutional
Shares, the payment of which will reduce investors' annual return. As to each
Fund's Institutional Shares, unless The Dreyfus Corporation gives Fund
investors at least 90 days' notice to the contrary, The Dreyfus Corporation,
and not the Fund, will be liable for all Fund expenses (exclusive of taxes,
brokerage, interest on 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. Institutions and
certain Service Agents (as defined below) effecting transactions in
Institutional Shares for the accounts of their clients may charge their
clients direct fees in connection with such transactions; such fees are not
reflected in the foregoing table. See "Management of the Funds," "How to Buy
Shares" and "Shareholder Services Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund accompany the
Statement of Additional Information, available upon request.
<TABLE>
<CAPTION>

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

DREYFUS CASH MANAGEMENT
------------------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
------------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997*
------ ------ ------ ------ ------ ------- ------ ----- ------- -------
PER SHARE DATA:
<S> <C> <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 $1.00
------ ------ ------ ------ ------ ------- ------ ----- ------- -------
INVESTMENT OPERATIONS:
Investment income-net .066 .076 .091 .080 .058 .036 .031 .042 .059 .053
------ ------ ------ ------ ------ ------- ------ ----- ------- -------
DISTRIBUTIONS:
Dividends from investment
income-net........... (.066) (.076) (.091) (.080) (.058) (.036) (.031) (.042) (.059) (.053)
------ ------ ------ ------ ------ ------- ------ ----- ------- -------
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ====== ====== ====== ======= ====== ===== ======= =======
TOTAL INVESTMENT RETURN 6.77% 7.84% 9.44% 8.31% 5.96% 3.68% 3.15% 4.28% 6.03% 5.39%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets. 6.60% 7.42% 9.03% 7.99% 5.78% 3.60% 3.11% 4.08% 5.86% 5.27%
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation .03% .03% .02% .02% .03% .04% .03% .-- .-- .--
Net Assets, end of year
(000's omitted).... $3,320,959 $2,245,703 $3,373,940 $5,041,688 $6,508,999 $5,475,181 $2,894,853 $1,817,166
$2,442,647 $2,758,317

DREYFUS CASH MANAGEMENT PLUS, INC.
-----------------------------------------------------------------------------------------
FOUR MONTHS ENDED
YEAR ENDED SEPTEMBER 30, JANUARY 31,
------------------------------------------------------------------ ------------------
1988(1) 1989 1990 1991 1992 1993 1994 1995 1996 1997*
-------- ---- ----- ---- ----- ----- ----- ------ ----- -------------
PER SHARE DATA:
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
-------- ---- ----- ---- ----- ----- ----- ------ ----- -------------
INVESTMENT OPERATIONS:
Investment income-net. .071 .091 .083 .068 .043 .032 .036 .057 .055 .018
-------- ---- ----- ---- ----- ----- ----- ------ ----- -------------
DISTRIBUTIONS:
Dividends from investment
income-net............ (.071) (.091) (.083) (.068) (.043) (.032) (.036) (.057) (.055) (.018)
-------- ---- ----- ---- ----- ----- ----- ------ ----- -------------
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======== ==== ===== ==== ===== ===== ===== ====== ===== =============
TOTAL INVESTMENT RETURN. 7.45%(2) 9.49% 8.65% 6.97% 4.39% 3.20% 3.65% 5.86% 5.59% 5.34%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets.... .20%(2) .20% .20% .20% .20% .20% .20% .20% .20% .20%(2)
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% 5.32%(2)
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 $5,515,751
(1) From October 6, 1987 (commencement of operations) to September 30, 1988.
(2) Annualized.
* The Fund has changed its fiscal year end from September 30 to January 31.
The information provided is from October 1,1996 through January 31, 1997.
Page 4

DREYFUS GOVERNMENT CASH MANAGEMENT
-----------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
------ ----- ----- ----- ----- ----- ------- ----- ---- -----
PER SHARE DATA:
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------ ----- ----- ----- ----- ----- ------- ----- ---- -----
INVESTMENT OPERATIONS:
Investment income-net...... .064 .074 .089 .079 .058 .037 .031 .041 .059 .053
------ ----- ----- ----- ----- ----- ------- ----- ---- -----
DISTRIBUTION:
Dividends from investment
income-net................. (.064) (.074) (.089) (.079) (.058) (.037) (.031) (.041) (.059)(.053)
------ ----- ----- ----- ----- ----- ------- ----- ---- -----
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ===== ===== ===== ===== ===== ======= ===== ==== =====
TOTAL INVESTMENT RETURN...... 6.63% 7.65% 9.25% 8.15% 5.97% 3.76% 3.12% 4.21% 6.01% 5.38%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets......... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets......... 6.48% 7.38% 8.84% 7.82% 5.67% 3.61% 3.08% 4.04% 5.83% 5.25%
Decrease reflected in above expense
ratios due to undertaking by
The Dreyfus Corporation.... .04% .04% .05% .04% .04% .05% .03%. .-- .-- .-
Net Assets, end of year
(000's omitted)............ $1,325,992 $1,231,361 $1,590,159 $2,171,778 $4,750,205 $10,229,838 $4,515,946 $2,796,646
$4,777,903 $4,565,091

DREYFUS TREASURY CASH MANAGEMENT
------------------------------------------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997*
------ ------ ------ ------ ----- ----- ----- ----- ----- --------
PER SHARE DATA:
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------ ------ ------ ------ ----- ----- ----- ----- ----- --------
INVESTMENT OPERATIONS:
Investment income-net...... .066 .085 .082 .069 .045 .031 .032 .052 .054 .026
------ ------ ------ ------ ----- ----- ----- ----- ----- --------
DISTRIBUTIONS:
Dividends from investment
income-net................. (.066) (.085) (.082) (.069) (.045) (.031) (.032) (.052) (.054) (.026)
------ ------ ------ ------ ----- ----- ----- ----- ----- --------
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ====== ====== ===== ===== ===== ===== ===== ========
TOTAL INVESTMENT RETURN........ 6.81% 8.88% 8.56% 7.10% 4.62% 3.14% 3.27% 5.34% 5.51% 5.20%
(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net assets...... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net investment income
to average net assets...... 6.62% 8.53% 8.19% 6.75% 4.45% 3.12% 3.18% 5.22% 5.35% 5.14%(1)
Decrease reflected in above expense ratios
due to undertaking
by The Dreyfus Corporation. .06% .05% .07% .06% .05% .04% .01% .-- ._ ._
Net Assets, end of year
(000's omitted)............ $722,268 $777,371 $1,558,493 $2,643,267 $4,103,056 $2,406,604 $1,982,582 $1,951,105
$2,419,830 $2,648,579 (1) Annualized.
*The Fund has changed its fiscal year end from July 31 to January 31.
The information provided is from August 1,1996 through January 31, 1997.

DREYFUS TREASURY PRIME CASH MANAGEMENT
----------------------------------------------------------------------------
ELEVEN MONTHS ENDED
YEAR ENDED FEBRUARY 28/29, January 31,
------------------------------------------------------- ------------------
1989(1) 1990 1991 1992 1993 1994 1995 1996 1997*
------- ----- ----- ----- ----- ----- ----- ---- ------------------
PER SHARE DATA:
Net asset value, beginning of year.. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ----- ----- ----- ----- ----- ----- ---- --------
Investment Operations:
Investment income--net ............. .015 .083 .076 .055 .035 .030 .043 .055 .047
------- ----- ----- ----- ----- ----- ----- ---- --------
Distributions:
Dividends from investment income--net (.015) (.083) (.076) (.055) (.035) (.030) (.043) (.055) (.047)
------- ----- ----- ----- ----- ----- ----- ---- --------
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................. 8.44%(2) 8.67% 7.82% 5.67% 3.55% 3.02% 4.39% 5.65% 5.16%(2)
ratios/supplemental data:
Ratio of expenses to average net assets .20%(2) .20% .20% .20% .20% .20% .20% .20% .20%(2)
Ratio of net investment income to average net assets 8.42%(2) 8.20% 7.39% 5.35% 3.45% 2.99% 4.26% 5.53% 5.05%(2)
Decrease reflected in above expense ratios due to an
undertaking by The Dreyfus Corporation .30%(2) .10% .05% .05% .04% .02% .-- .-- ._
Net Assets, end of year (000's omitted) $122,032 $409,870 $1,915,877 $4,435,718 $5,001,499 $4,442,145 $3,342,392
$2,904,121 $3,046,582
(1) From December 27, 1988 (commencement of operations) to February 28, 1989.
(2) Annualized.
* The Fund has changed its fiscal year end from the last day of February to
January 31. The information provided is from March 1,1996 through January 31, 1997.
Page 5

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
---------------------------------------------------------------------
ONE MONTH ENDED
YEAR ENDED DECEMBER 31, January 31,
---------------------------------------------------------------------
1990(1) 1991 1992 1993 1994 1995 1996 1997*
------- ---- ---- ---- ---- ---- ---- ------
PER SHARE DATA:
Net asset value, beginning of year........ $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ---- ---- ---- ---- ---- ---- ------
INVESTMENT OPERATIONS:
Investment income-net..................... .013 .047 .031 .024 .027 .038 .034 .003
------- ---- ---- ---- ---- ---- ---- ------
DISTRIBUTIONS:
Dividends from investment income-net...... (.013) (.047) (.031) (.024) (.027) (.038) (.034) (.003)
------- ---- ---- ---- ---- ---- ---- ------
Net asset value, end of year.............. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ==== ==== ==== ==== ==== ==== ======
TOTAL INVESTMENT RETURN...................... 5.90%(2) 4.75% 3.16% 2.44% 2.76% 3.85% 3.43% 3.41%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.... .20%(2) .20% .20% .20% .20% .20% .20% .20%(2)
Ratio of net investment income to
average net assets......................... 6.55%(2) 4.54% 3.04% 2.40% 2.62% 3.78% 3.38% 3.38%(2)
Decrease reflected in above expense ratios due
to undertaking by The Dreyfus Corporation
(limited to the expense limitation
provision of the Management Agreement)..... 2.30%(2) .33% .10% .07% ._ ._ -- --
Net Assets, end of year (000's omitted).... $22,911 $151,085 $259,416 $364,583 $192,710 $194,088 $155,913
$158,952
(1) From October 15, 1990 (commencement of operations) to December 31, 1990.
(2) Annualized.
*The Fund has changed its fiscal year end from December 31 to January 31.
The information provided is from January 1, 1997 through January 31, 1997.

DREYFUS TAX EXEMPT CASH MANAGEMENT
-------------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
-------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
----- ----- ----- ----- ----- ------ ----- ----- ----- -----
PER SHARE DATA:
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- ------ ----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net...... .044 .052 .062 .057 .042 .028 .023 .028 .037 .033
----- ----- ----- ----- ----- ------ ----- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment
income-net................. (.044) (.052) (.062) (.057) (.042) (.028) (.023) (.028) (.037)
(.033)
----- ----- ----- ----- ----- ------ ----- ----- ----- -----
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ====== ===== ===== ===== =====
TOTAL INVESTMENT RETURN........ 4.52% 5.27% 6.35% 5.85% 4.25% 2.83% 2.29% 2.83% 3.72%
3.31%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets......... .20% .20% .20% .20% .20% .20% .20% .20% .20%
.20%
Ratio of net investment income to
average net assets......... 4.41% 5.20% 6.15% 5.70% 4.16% 2.77% 2.26% 2.73% 3.64%
3.25%
Decrease reflected in above
expense ratios due to
undertaking by
The Dreyfus Corporation.... .03% .03% .04% .03% .05% .04% .04% .-- .-- --
Net Assets, end of year
(000's omitted)............ $1,029,739 $1,006,193 $1,147,753 $1,905,522 $1,668,671 $1,838,786 $1,739,787 $1,299,301
$1,366,497 $1,646,151

Dreyfus New York Municipal Cash Management
---------------------------------------------------------------
Six Months Ended
Year Ended July 31, January 31,
---------------------------------------------------------------
1992(1) 1993 1994 1995 1996 1997*
-------- ------- ------- ------- ------- ----------
PER SHARE DATA:
Net asset value, beginning of year............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- ------- ----------
Investment Operations:
Investment income--net ....................................... .022 .023 .022 .034 .034 .017
-------- ------- ------- ------- ------- ----------
Distributions:
Dividends from investment income-net.......................... (.022) (.023) (.022) (.034) (.034) (.017)
-------- ------- ------- ------- ------- ----------
Net asset value, end of year.................................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= ======= ==========
TOTAL INVESTMENT RETURN ........................................ 3.02%(2) 2.27% 2.23% 3.46% 3.44% 3.29%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets....................... .20%(2) .20% .20% .20% .20% .20%(2)
Ratio of net investment income to average net assets.......... 2.71%(2) 2.20% 2.18% 3.42% 3.33% 3.28%(2)
Decrease reflected in above expense ratios due to
undertaking by The Dreyfus Corporation........................ .37%(2) .18% .06% .-- .-- .
Net Assets, end of year (000's omitted)....................... $76,830 $116,527 $82,755 $101,309 $132,370 $132,686

(1) From November 4, 1991 (commencement of operations) to July 31, 1992.
(2) Annualized.
*The Fund has changed its fiscal year end from July 31 to January 31. The information provided is from August 1,1996 through
January 31, 1997.
</TABLE>
Page 6
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Institutional Shares. Both yield figures are based on historical
earnings and are not intended to indicate future performance. It can be
expected that these yields will fluctuate substantially. The yield for
Institutional Shares of the Fund refers to the income generated by an
investment in Institutional Shares of the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then annualized.
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The effective yield is calculated similarly,
but, when annualized, the income earned by an investment in Institutional
Shares of the Fund is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this
assumed reinvestment. A Fund's yield and effective yield for Institutional
Shares may reflect absorbed expenses pursuant to any undertaking that may be
in effect. See "Management of the Funds."
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management, and Dreyfus New York Municipal Cash Management (collectively, the
"Tax Exempt Funds"), tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate (in the case of
Dreyfus New York Municipal Cash Management, typically the highest combined
Federal, New York State, and New York City personal income tax rates), would
be equivalent to a stated yield or effective yield calculated as described
above.
Yield information is useful in reviewing the performance of a Fund's
Institutional Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.
Comparative performance information may be used from time to time in
advertising or marketing Fund shares, including data from Lipper Analytical
Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund Reporttrademark,
Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING FUND SHARES AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have
agreed to transmit copies of this Prospectus and all relevant Fund materials,
including proxy materials, to each individual or entity for whose account the
institution purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, which are rated in one of the two highest rating
categories for debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if the
instrument was rated by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures established by
the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management Plus
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 Fund's Board. The nationally recognized statistical rating
organizations
Page 7

currently rating instruments of the type Dreyfus Cash Management, Dreyfus Cash
Management Plus, and each Tax Exempt Fund may purchase are Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA
Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the applicable "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 a Fund will be able to
maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix_Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS _ 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 _ Investment Techniques." During normal market conditions, the Fund
will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT _ The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix_Investment
Techniques_Lending Portfolio Securities."
DREYFUS TREASURY CASH MANAGEMENT _ The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix_Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT _ The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS _ The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in Municipal Obligations. Municipal Obligations are debt
obligations issued by states, territories and possessions of the United States
and the District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest from
which is, in the opinion of bond counsel to the issuer, exempt from Federal
income tax. Municipal Obligations generally include debt obligations issued
to obtain funds for various public purposes as well as certain industrial
development bonds issued by or on behalf of public authorities. Municipal
Obligations bear fixed, floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities."
From time to time, the Fund may invest more than 25% of the value
of its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
From time to time, on a temporary basis other than for temporary
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, each Fund may invest in taxable money market
instruments ("Taxable Investments") of the quality described under
"Appendix_Certain Portfolio Securities_Taxable Investments."
Page 8

DREYFUS TAX EXEMPT CASH MANAGEMENT _ The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State, and New York City income taxes (collectively, "New York Municipal
Obligations"). The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State, and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations, which are subject to New York State and New York City
income tax, and in Taxable Investments. See "Investment Considerations and
Risks _ Investing in New York Municipal Obligations" below, "Dividends,
Distributions and Taxes," and "Appendix _ Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each of these Funds' 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. Each 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 (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
_ Each of these Funds may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus may invest in securities
issued by other foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, and commercial paper issued
by foreign issuers. Accordingly, 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. 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.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may invest more than 25% of the value of
its total assets in Municipal Obligations which are related in such a way
that an economic, business or political development or change affecting one
such security also would affect the other securities; for example, securities
the interest upon which is paid from revenues of similar types of projects,
or securities whose issuers are located in the same state. As a result, each
of these Funds may be subject to greater risk as compared to a fund that does
not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds may invest may contain "non-appropriation" clauses which provide that
the municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Page 9

Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal Obligations
qualifying for Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for purchase by
the Fund and thus reduce available yield. Shareholders should consult their
tax advisers concerning the effect of these provisions on an investment in
either of these Funds. Proposals that may restrict or eliminate the income tax
exemption for interest on Municipal Obligations may be introduced in the
future. If any such proposal were enacted that would reduce the availability
of Municipal Obligations for investment by these Funds so as to adversely
affect Fund shareholders, each Fund would reevaluate its investment objective
and policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that would
treat a type of Municipal Obligation as taxable, the Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Since Dreyfus New York Municipal Cash Management is
concentrated in securities issued by New York or entities within New York, an
investment in the Fund may involve greater risk than investments in certain
other types of money market funds. Investors should consider carefully the
special risks inherent in investing principally in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January, 1997,
New York State projected an operating surplus in the General Fund for fiscal
1996-97. There can be no assurance that the State will not face substantial
potential budget gaps in future years. Investors should obtain and review a
copy of the Statement of Additional Information which more fully sets forth
these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ The
classification of as a "non-diversified" investment company means that the
proportion of the Fund's assets that may be invested in the securities of a
single issuer is not limited by the 1940 Act. A "diversified" investment
company is required by the 1940 Act generally, with respect to 75% of its
total assets, to invest not more than 5% of such assets in the securities of
a single issuer. Since a relatively high percentage of the Fund's assets may
be invested in the obligations of a limited number of issuers, the Fund's
investments may be more sensitive to changes in the market value of a single
issuer. However, to meet Federal tax requirements, at the close of each
quarter the Fund may not have more than 25% of its total assets invested in
any one issuer and, with respect to 50% of total assets, not more than 5% of
its total assets invested in any one issuer. These limitations do not apply
to U.S. Government securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
MANAGEMENT OF THE FUNDS

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
$259 billion in assets as of March 31, 1997, including approximately $88
billion in proprietary mutual fund assets. As of March 31, 1997, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.061 trillion in
assets, including approximately $58 billion in mutual fund assets.
For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Institutional Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all expenses of
the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the management fee payable by the Fund
monthly at the annual rate of .20 of 1% of the value of the Fund's average
daily net assets. No Fund will reimburse The Dreyfus Corporation for any
amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.

HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Institutional Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the 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 any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.

Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") may
impose certain conditions on their clients which are different from those
described in this Prospectus and, to the extent permitted by applicable
regulatory authority, 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 a compatible automated interface or trading system. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S.
Page 11

banks. To place an order by telephone or to determine whether
their automated 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 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.

DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT (as indicated) _ Each of these Fund's net asset value per
share is determined twice daily: (i) as of 5:00 p.m., New York time, and (ii)
as of 8:00 p.m., New York time, on each day the New York Stock Exchange or,
as to Dreyfus Cash Management and Dreyfus Cash Management Plus only, 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.

Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York Time,
will become effective at the price determined at 5:00 p.m., New York time, on
that day. Shares so purchased will receive the dividend declared on that day.

Orders effected through an automated interface or trading system
after 12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders in proper form effected between 12:00 Noon and 8:00 p.m., New York
time, by a means other than an automated interface or trading system will
become effective on the following business day.

Page 12

SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Institutional
Shares of a Fund, Institutional Shares of any other Fund or of Dreyfus
Institutional Short Term Treasury Fund, which has 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
Automated 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 Dreyfus Institutional Short Term Treasury Fund, the investor
must obtain and should review a copy of the Fund's current prospectus, which
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,
administrative although each Fund reserves the right, upon not less than 60
days' written notice, to charge investors a nominal administrative fee in
accordance with rules promulgated by the Securities and Exchange Commission.
Each Fund reserves the right to reject any exchange request in whole or in
part. The availability of Fund Exchanges may be modified or terminated at any
time upon notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Institutional Shares and purchase
shares of another class of a Fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain and
review a copy of the current prospectus for the relevant share class which
the investor wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE _ Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Institutional Shares of a Fund, in Institutional
Shares of any other Fund or of Dreyfus Institutional Short Term Treasury
Fund, if the investor is a shareholder in such fund. The amount an investor
designates, which can be expressed either in terms of a specific dollar or
share amount, will be exchanged automatically on the first and/or fifteenth
of the month according to the schedule that the investor has selected. Shares
will be exchanged at the then-current net asset value. The right to exercise
this Privilege may be modified or cancelled by the Fund or the Transfer
Agent. An investor may modify or cancel the exercise of this Privilege at any
time by mailing written notification to Dreyfus Institutional Services
Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New
York 11556-0144. Each Fund may charge a service fee for the use of this
Privilege. No such fee currently is contemplated. For more information
concerning this Privilege 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.
None of the Funds imposes charges when Institutional Shares are
redeemed. Service Agents or other institutions may charge their clients a fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all Institutional Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.

Page 13

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ If a redemption request is
received in proper form, and transmitted to the Custodian by 12:00 Noon, New
York time, the proceeds of the redemption, if transfer by wire is requested,
ordinarily will be transmitted in Federal Funds on the same day and the
shares will not receive the dividend declared on that day. A redemption
request effected through an automated interface or trading system after 12:00
Noon, New York time, but prior to 8:00 p.m., New York time, will be effective
on that day, 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. A redemption request
in proper form effected between 12:00 Noon and 8:00 p.m., New York time, by a
means other than an automated interface or trading system will not be
effective until the following business day.
PROCEDURES

Investors may redeem Institutional Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.
If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
an authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions, investors
may experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Institutional Shares. In
such cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Institutional Shares
by wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Institutional Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES _ Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. 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 automated facilities are compatible and to receive instructions for
redeeming Institutional Shares in this manner.
SHAREHOLDER SERVICES PLAN
Each Fund's Institutional Shares are subject to a separate
Shareholder Services Plan pursuant to which each Fund has agreed to reimburse
Dreyfus Service Corporation an amount not to exceed an annual rate of .25 of
1% of the value of the Fund's average daily net assets attributable to
Institutional Shares for certain allocated expenses of providing personal
services to, and/or maintaining accounts of, holders of Institutional Shares.
The services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts. The Dreyfus Corporation, and not the
Fund, currently reimburses Dreyfus Service Corporation for any such allocated
expenses with respect to Institutional Shares. See "Management of the Funds."
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on
each day the New York Stock Exchange or the Transfer Agent, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus only, or the New York Stock
Exchange, as to each other Fund, 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
Page 14

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. No Fund will make distributions from net realized
securities gains unless capital loss carryovers, if any, have been utilized
or have expired. Investors may choose whether to receive distributions in
cash or to reinvest in additional Institutional Shares at net asset value.
All expenses are accrued daily and deducted before declaration of dividends
to investors. Dividends paid by each class of shares will be calculated at
the same time and in the same manner and will be in the same amount, except
that the expenses attributable solely to a class will be borne exclusively by
such class.
Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund 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, are taxable
as ordinary income, whether received in cash or reinvested in additional Fund
shares, if the beneficial holder of shares is a citizen or resident of the
United States. No dividend paid by a Fund will qualify for the dividends
received deduction allowable to certain U.S. corporations. Distributions from
net realized long-term securities gains, if any, generally are taxable as
long-term capital gains for Federal income tax purposes if the beneficial
holder of shares is a citizen or resident of the United States, regardless of
how long shareholders have held their shares and whether such distributions
are received in cash or reinvested in additional shares. The Code provides
that the net capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to certain state and local taxes.
Although all or a substantial portion of the dividends paid by each Tax
Exempt Fund may be excluded by the beneficial holders of Fund shares from
their gross income for Federal income tax purposes, each Tax Exempt Fund may
purchase specified private activity bonds, the interest from which may be (i)
a preference item for purposes of the alternative minimum tax, or (ii) a
factor in determining the extent to which the Social Security benefits of a
beneficial holder of Fund shares are taxable. If a Tax Exempt Fund purchases
such securities, the portion of the Fund's dividends related thereto will not
necessarily be tax exempt to a beneficial holder of Fund shares who is
subject to the alternative minimum tax and/or tax on Social Security benefits
and may cause a beneficial holder of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations
of the United States currently are not subject to state personal income tax.
Dividends paid by these Funds may be subject to state and local corporate
income and/or franchise taxes. In addition, in certain jurisdictions, Fund
shareholders may be subject to state and local taxes with respect to
ownership of Fund shares or distributions from the Fund. Each of these Funds
intends to provide shareholders with a statement which sets forth the
percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a Fund with respect to
Fund shares beneficially owned by a foreign person generally will not be
subject to U.S. nonresident withholding tax. However, such distributions may
be subject to backup withholding, as described below, unless the foreign
person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If a Tax Exempt Fund pays dividends derived from taxable income, it
intends to designate as taxable the same percentage of the day's dividend as
the actual taxable income earned on that day bears to total income earned on
that day. Thus, the percentage of the dividend designated as taxable, if any,
may vary from day to day.
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Page 15

Federal regulations generally require each Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of taxable
dividends and distributions from net realized securities gains of the Fund
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any tax withheld as
a result of backup withholding does not constitute an additional tax imposed
on the record owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.
Management believes that each Fund has qualified for the fiscal
year ended January 31, 1997 as a "regulated investment company" under the
Code. Each Fund intends to continue to so qualify if such qualification is in
the best interests of its shareholders. Such qualification relieves the Fund
of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management and
Dreyfus Treasury Prime Cash Management each are organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a separate Agreement and Declaration of Trust, and
commenced operations on November 4, 1991, October 15, 1990, September 4,
1986, and December 27, 1988, respectively. Each of these Funds is authorized
to issue an unlimited number of shares of beneficial interest, par value
$.001 per share. Dreyfus Cash Management Plus was incorporated under Maryland
law on August 12, 1987, commenced operations on October 6, 1987, and is
authorized to issue 15 billion shares of common stock, par value $.001 per
share. Each Fund's shares are classified into four classes. Each share has
one vote and shareholders will vote in the aggregate and not by class except
as otherwise required by law or with respect to any matter which affects only
one class.
ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) _ Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each of these Funds' Agreement and
Declaration of Trust (the "Trust Agreement") disclaims shareholder liability
for acts or obligations of such Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into
or executed by the Fund or its Trustees. Each Trust Agreement provides for
indemnification from the Fund's property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would be
unable to meet its obligations, a possibility which management believes is
remote. Upon payment of any liability incurred by a Fund organized as a
Massachusetts business trust, the shareholder paying such liability will be
entitled to reimbursement from the general assets of such Fund. Each of these
Funds intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds will hold shareholder
meetings; however, shareholders under certain circumstances may have the
right to call a meeting of shareholders for the purpose of voting to remove
Trustees.
DREYFUS CASH MANAGEMENT PLUS _ 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.
Page 16

ALL FUNDS _ The Transfer Agent maintains a record of each investor's ownership
and sends confirmations and statements of account.
Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Institutional Shares should call
such institution directly.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
Page 17

APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of
the value of a Fund's total assets, the Fund will not make any additional
investments.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT CASH MANAGEMENT) _ Each of these Funds may lend securities from
its portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Each 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 33 1/3%, as to
Dreyfus Cash Management Plus, or 20%, as to Dreyfus Government Cash
Management, of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management Plus,
cash equivalents, U.S. Government securities, or other high quality liquid
debt securities, or as to Dreyfus Government Cash Management, U.S. Treasury
securities, 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 ar
e terminable by a Fund at any time upon specified notice. Each Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ 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 (DREYFUS CASH MANAGEMENT PLUS, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) _ Each of these Funds may purchase its portfolio
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such
securities only with the intention of actually acquiring the securities, but
the Fund may sell these securities before the settlement date if it is deemed
advisable. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT,
AND DREYFUS TREASURY PRIME CASH MANAGEMENT) _ Each of these Funds may invest
in U.S. Treasury securities which include Treasury Bills, Treasury Notes, and
Treasury Bonds that differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less;
Treasury Notes have initial maturities of one to ten years; and Treasury
Bonds generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) _ Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. 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.
Page 18

revenue bonds that generally do not carry the pledge of the credit of the
issuing municipality, but generally are guaranteed by the corporate entity on
whose behalf they are issued. Notes are short-term instruments which are
obligations of the issuing municipalities or agencies and are sold in
anticipation of a bond sale, collection of taxes or receipt of other revenues.
Municipal Obligations include municipal lease/purchase agreements which are
similar to installment purchase contracts for property or equipment issued by
municipalities.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase floating and variable rate
demand notes and bonds, which are tax exempt obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated that
such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. These instruments may have
fixed, floating or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Each of these Funds may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment, the
Fund obligates a broker, dealer or bank to repurchase, at the Fund's option,
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make
payment on demand. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and none of these Funds intends to exercise
its rights thereunder for trading purposes. These Funds may pay for stand-by
commitments if such action is deemed necessary, thus increasing to a degree
the cost of the underlying Municipal Obligation and similarly decreasing such
security's yield to investors. Gains realized in connection with stand-by
commitments will be taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To
the extent set forth in this Prospectus, each of these Funds may invest in
Taxable Investments consisting of: notes of issuers having, at the time of
purchase, a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund from Taxable Investments will be
taxable to investors. See "Dividends, Distributions and Taxes." Except for
temporary defensive purposes, at no time will more than 20% of the value of
the Fund's net assets be invested in Taxable
Page 20

Investments and, with respect to Dreyfus Tax Exempt Cash Management, in
Municipal Obligations the interest of which gives rise to a preference item
for the purpose of the alternative minimum tax. If a Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable instruments.
Under normal market conditions, none of these Funds anticipate that more than
5% of the value of its total assets will be invested in any one category of
Taxable Investments.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
Page 21

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Page 22

Copy Rights 1997 Dreyfus Service Corporation CMGT/p082597ist
Page 23

Prospectus

Institutional Shares

Dreyfus
Page 24
- ------------------------------------------------------------------------------
COMBINED PROSPECTUS APRIL 1, 1997

AS REVISED AUGUST 25, 1997

DREYFUS CASH MANAGEMENT FUNDS
[PARTICIPANT SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS
TREASURY PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE, AND NEW YORK
CITY INCOME TAXES.
THE FUNDS ARE DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY
BANKS, ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY, CUSTODIAL
OR SIMILAR CAPACITY. FUND SHARES MAY NOT BE PURCHASED DIRECTLY BY
INDIVIDUALS, ALTHOUGH INSTITUTIONS MAY PURCHASE SHARES FOR ACCOUNTS
MAINTAINED BY INDIVIDUALS. SUCH INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES
OF THIS PROSPECTUS TO EACH INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE
INSTITUTION PURCHASES FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING PARTICIPANT SHARES.
PARTICIPANT SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN
ACCORDANCE WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
INVESTORS CAN INVEST, REINVEST OR REDEEM PARTICIPANT SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT INVESTMENT CHOICES IN ONE
DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED APRIL 1, 1997, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS
IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------

TABLE OF CONTENTS
Page
Annual Fund Operating Expenses................................. 3
Condensed Financial Information................................ 4
Yield Information.............................................. 7
Description of the Funds....................................... 7
Management of the Funds........................................ 10
How to Buy Shares.............................................. 11
Shareholder Services........................................... 13
How to Redeem Shares........................................... 13
Service Plan................................................... 14
Dividends, Distributions and Taxes............................. 14
General Information............................................ 16
Appendix....................................................... 18
Page 2

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

PARTICIPANT
SHARES
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
- ------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Participant Shares,
the payment of which will reduce investors' annual return. As to each Fund's
Participant Shares, unless The Dreyfus Corporation gives Fund investors at
least 90 days' notice to the contrary, The Dreyfus Corporation, and not the
Fund, will be liable for all Fund expenses (exclusive of taxes, brokerage,
interest on 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. Long-term
investors in Participant Shares could pay more in Rule 12b-1 fees than the
economic equivalent of paying a front-end sales charge. Institutions and
certain Service Agents (as defined below) effecting transactions in
Participant Shares for the accounts of their clients may charge their clients
direct fees in connection with such transactions; such fees are not reflected
in the foregoing table. See "Management of the Funds," "How to Buy Shares"
and "Service Plan."
Page 3

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

FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for a Participant Share outstanding, total investment return, ratios to
average net assets and other supplemental data for each period indicated.
This information has been derived from the relevant Fund's financial
statements.
DREYFUS CASH MANAGEMENT
___________________----
Period Ended
January 31, 1997(1)
___________________----
PER SHARE DATA:
<S> <C> <C>
Net asset value, beginning of period................................................ $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
__---
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
__---
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.92%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 3.84%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
DREYFUS CASH MANAGEMENT PLUS, INC.
--------------___________________-
Period Ended
January 31, 1997(1)
--------------___________________-
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
__---
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
__---
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.92%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 4.78%(2)
Net Assets, end of period (000's omitted)........................................... $472
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
Page 4

DREYFUS GOVERNMENT CASH MANAGEMENT
-------------_____________________
Period Ended
January 31, 1997(1)
-------------_____________________
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................... .001
__---
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.001)
__---
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.87%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 4.85%(2)
Net Assets, end of period (000's omitted)........................................... $218
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

DREYFUS TREASURY CASH MANAGEMENT
_____________________-----------
Period Ended
January 31, 1997(1)
_____________________-----------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................... .009
__---
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.009)
__---
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.77%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 4.20%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.

DREYFUS TREASURY PRIME
CASH MANAGEMENT
____________----------
Period Ended
January 31, 1997(1)
____________----------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................... .009
__---
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.009)
__---
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.66%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 4.70%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
Page 5

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
---------------------______________________----
Period Ended One Month Ended
December 31, 1996(1) January 31, 1997*
__________--__________ -------------------
PER SHARE DATA:
Net asset value, beginning of period.......................... $1.00 $1.00
__--- __---
INVESTMENT OPERATIONS:
Investment income-net......................................... .004 .003
__--- __---

DISTRIBUTIONS:
Dividends from investment income-net.......................... (.004) (.003)
__--- __---
Net asset value, end of period................................ $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN...................................... 3.12%(2) 2.94%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets...................... .60%(2) .60%(2)
Ratio of net investment income to average net assets......... 3.55%(2) 3.17%(2)
Net Assets, end of period.................................... $100 $100
(1) From November 21, 1996 (commencement of initial offering) to December 31, 1996.
(2) Annualized.
* The Fund has changed its fiscal year end from December 31 to January 31. The information provided is from January 1, 1997
through January 31, 1997.
DREYFUS TAX EXEMPT CASH MANAGEMENT
______________________--------------
Period Ended
January 31, 1997(1)
______________________--------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
__---
INVESTMENT OPERATIONS:
Investment income-net............................................................ .006
__---
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.006)
__---
Net asset value, end of period................................................... $1.00
=====
TOTAL INVESTMENT RETURN.......................................................... 2.94%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .60%(2)
Ratio of net investment income to average net assets............................. 3.29%(2)
Net Assets, end of period........................................................ $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT
_______________----------
Period Ended
January 31, 1997(1)
_______________----------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
-__--
INVESTMENT OPERATIONS:
Investment income-net............................................................ .006
--__-
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.006)
--__-
Net asset value, end of period................................................... $1.00
=====
TOTAL INVESTMENT RETURN.......................................................... 2.94%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .60%(2)
Ratio of net investment income to average net assets............................. 2.88%(2)
Net Assets, end of period........................................................ $100

(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
Page 6

YIELD INFORMATION
From time to time, each Fund advertises the yield and effective
yield of its Participant Shares. Both yield figures are based on historical
earnings and are not intended to indicate future performance. It can be
expected that these yields will fluctuate substantially. The yield for
Participant Shares of the Fund refers to the income generated by an
investment in Participant Shares of the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then annualized.
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The effective yield is calculated similarly,
but, when annualized, the income earned by an investment in Participant
Shares of the Fund is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this
assumed reinvestment. A Fund's yield and effective yield for Participant
Shares may reflect absorbed expenses pursuant to any undertaking that may be
in effect. See "Management of the Funds."
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, and Dreyfus New York Municipal Cash Management
(collectively, the "Tax Exempt Funds"), tax equivalent yield is calculated by
determining the pre-tax yield which, after being taxed at a stated rate (in
the case of Dreyfus New York Municipal Cash Management, typically the highest
combined Federal, New York State, and New York City personal income tax
rates), would be equivalent to a stated yield or effective yield calculated
as described above.
Yield information is useful in reviewing the performance of a
Fund's Participant Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.
Comparative performance information may be used from time to time
in advertising or marketing Fund shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING FUND SHARES OF A 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 investment objective of each Fund is to provide investors with
as high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, each Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the 1940 Act,
which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, which are rated in one of the two highest rating
categories for debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if the
instrument was rated by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures established by
the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management Plus
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 Fund's Board. The nationally recognized statistical rating
organizations
Page 7

currently rating instruments of the type Dreyfus Cash Management, Dreyfus Cash
Management Plus, and each Tax Exempt Fund may purchase are Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA
Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the applicable "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 a Fund will be able
to maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix _ Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS _ 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_Investment Techniques." During normal market conditions, the Fund
will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT _ The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix_Investment
Techniques_Lending Portfolio Securities."
DREYFUS TREASURY CASH MANAGEMENT _ The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix_Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT _ The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS _ The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in Municipal Obligations. Municipal Obligations are debt
obligations issued by states, territories and possessions of the United States
and the District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest from
which is, in the opinion of bond counsel to the issuer, exempt from Federal
income tax. Municipal Obligations generally include debt obligations issued
to obtain funds for various public purposes as well as certain industrial
development bonds issued by or on behalf of public authorities. Municipal
Obligations bear fixed, floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities."
From time to time, the Fund may invest more than 25% of the value
of its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objectives.
From time to time, on a temporary basis other than for temporary
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, the Fund may invest in taxable money market
instruments ("Taxable Investments") of the quality described under
"Appendix_Certain Portfolio Securities_Taxable Investments."
Page 8

DREYFUS TAX EXEMPT CASH MANAGEMENT _ The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State, and New York City income taxes (collectively, "New York Municipal
Obligations"). The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State, and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations which are subject to New York State and New York City
income tax, and in Taxable Investments. See "Investment Considerations and
Risks_Investing in New York Municipal Obligations" below, "Dividends,
Distributions and Taxes" and "Appendix_Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each of these Funds 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. Each 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 (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
_ Each of these Funds may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus may invest in 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. Accordingly, 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. 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.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may invest more than 25% of the value of
its total assets in Municipal Obligations which are related in such a way
that an economic, business or political development or change affecting one
such security also would affect the other securities; for example, securities
the interest upon which is paid from revenues of similar types of projects,
or securities whose issuers are located in the same state. As a result, each
of these Funds may be subject to greater risk as compared to a fund that does
not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds may invest may contain "non-appropriation" clauses which provide that
the municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Page 9

Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal Obligations
qualifying for Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for purchase by
the Fund and thus reduce available yield. Shareholders should consult their
tax advisers concerning the effect of these provisions on an investment in
either of these Funds. Proposals that may restrict or eliminate the income tax
exemption for interest on Municipal Obligations may be introduced in the
future. If any such proposal were enacted that would reduce the availability
of Municipal Obligations for investment by these Funds so as to adversely
affect Fund shareholders, each Fund would reevaluate its investment objective
and policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that would
treat a type of Municipal Obligation as taxable, the Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Since Dreyfus New York Municipal Cash Management is
concentrated in securities issued by New York or entities within New York, an
investment in the Fund may involve greater risk than investments in certain
other types of money market funds. Investors should consider carefully the
special risks inherent in investing principally in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January, 1997,
New York State projected an operating surplus in the General Fund for fiscal
1996-97. There can be no assurance that the State will not face substantial
potential budget gaps in future years.Investors should obtain and review a
copy of the Statement of Additional Information which more fully sets forth
these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not
limited by the 1940 Act. A "diversified" investment company is required by
the 1940 Act generally, with respect to 75% of its total assets, to invest
not more than 5% of such assets in the securities of a single issuer. Since a
relatively high percentage of the Fund's assets may be invested in the
obligations of a limited number of issuers, the Fund's investments may be
more sensitive to changes in the market value of a single issuer. However, to
meet Federal tax requirements, at the close of each quarter the Fund may not
have more than 25% of its total assets invested in any one issuer and, with
respect to 50% of total assets, not more than 5% of its total assets invested
in any one issuer. These limitations do not apply to U.S. Government
securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
MANAGEMENT OF THE FUNDS

The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
each Fund, subject to the authority of the Fund's Board, in accordance with
Maryland law, with respect to Dreyfus Cash Management Plus, and in accordance
with Massachusetts law, with respect to each other Fund.
Page 10

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
$259 billion in assets as of March 31, 1997, including approximately $88
billion in proprietary mutual fund assets. As of March 31, 1997, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.061 trillion in
assets, including approximately $58 billion in mutual fund assets.
For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's 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. No Fund will reimburse The Dreyfus Corporation for any
amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.

How to Buy Shares
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Participant Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the investor acts in some other capacity. An
institution may arrange with the Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
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 any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.

Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") may
impose certain conditions on their clients which are different from those
described in this Prospectus and, to the extent permitted by applicable
regulatory authority, 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.

Page 11

Participant Shares may be purchased by wire, by telephone or
through a compatible automated interface or trading system. 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 automated 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, 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 with
in 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.

As to Dreyfus Treasury Prime Cash Management only, orders placed
with Dreyfus Institutional Services Division in New York after 12:00 Noon,
New York time, but prior to 3:00 p.m., New York time, and payments for which
are received in or converted into Federal Funds by the Custodian by 6:00
p.m., New York time, also will become effective at the price determined at
5:00 p.m., New York time, on that day. Shares so purchased will receive the
dividend declared on that day. Orders for shares placed between 3:00 p.m and
5:00 p.m., New York time, will not be accepted and executed, and notice of
the purchase order being rejected will be given to the institution placing
the order and any funds received will be returned promptly to the sending
institution.

SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Participant
Shares of a Fund, Participant Shares of any other Fund. 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 Automated
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." 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 each Fund reserves the right,
upon not less than 60 days' written notice, to charge investors a nominal
administrative fee in accordance with rules promulgated by the Securities and
Exchange Commission. Each Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."
An investor who wishes to redeem Participant Shares and purchase
shares of another class of a Fund 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 a Fund, in Participant Shares
of any other Fund, if the investor is a shareholder in such Fund. The amount
an investor designates, which can be expressed either in terms of a specific
dollar or share amount, will be exchanged automatically on the first and/or
fifteenth of the month according to the schedule that the investor has
selected. Shares will be exchanged at the then-current net asset value. The
right to exercise this Privilege may be modified or cancelled by the Fund or
the Transfer Agent. An investor may modify or cancel the exercise of this
Privilege at any time by mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. Each Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege 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.
None of these Funds imposes charges when Participant Shares are
redeemed. Service Agents or other institutions may charge their clients a fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all Participant Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.

tion request effected through an automated interface or trading system after
12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will be
effective on that day, 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. A redemption
request in proper form effected between 12:00 Noon and 8:00 p.m., New York
time, by a means other than an automated interface or trading system will
not be effective until the following business day.

PROCEDURES
Investors may redeem Participant Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.
If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
an authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions, investors
may experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Participant Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Participant Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Participant Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES _ Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. 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 automated facilities are compatible and to receive instructions for
redeeming Participant Shares in this manner.
SERVICE PLAN
Participant Shares of each Fund are subject to a separate Service
Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under each Service
Plan, the Fund (a) reimburses the Distributor for distributing Participant
Shares and (b) pays The Dreyfus Corporation, Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, and any affiliate of
either of them (collectively, "Dreyfus") for advertising and marketing
Participant Shares and for providing certain services relating to shareholder
accounts for Participant Shares, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts ("Servicing"), at an
aggregate annual rate of .40 of 1% of the value of the Fund's average daily
net assets attributable to Participant Shares. Each of the Distributor and
Dreyfus may pay one or more Service Agents a fee in respect of the Fund's
Participant Shares owned by shareholders with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the dealer or holder
of record. Each of the Distributor and Dreyfus determines the amounts, if
any, to be paid to Service Agents under the Service Plan and the basis on
which such payments are made. Generally, 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 in the
NASD Conduct Rules. The fees payable under the Service Plan are payable
without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each
day the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash
Management and Dreyfus Cash Management Plus only, or the New York Stock
Exchange, as to each other Fund, 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
Page 14

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. No Fund will make distributions from net
realized securities gains unless capital loss carryovers, if any, have been
utilized or have expired. Investors may choose whether to receive
distributions in cash or to reinvest in additional Participant Shares at net
asset value. All expenses are accrued daily and deducted before declaration of
dividends to investors. Dividends paid by each class of shares will be
calculated at the same time and in the same manner and will be in the same
amount, except that the expenses attributable solely to a class will be borne
exclusively by such class.
Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund 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, are taxable
as ordinary income, whether received in cash or reinvested in additional Fund
shares, if the beneficial holder of shares is a citizen or resident of the
United States. No dividend paid by a Fund will qualify for the dividends
received deduction allowable to certain U.S. corporations. Distributions from
net realized long-term securities gains, if any, generally are taxable as
long-term capital gains for Federal income tax purposes if the beneficial
holder of shares is a citizen or resident of the United States, regardless of
how long shareholders have held their shares and whether such distributions
are received in cash or reinvested in additional shares. The Code provides
that the net capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to state and local taxes. Although all
or a substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each Tax Exempt Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, or (ii) a factor in determining
the extent to which the Social Security benefits of a beneficial holder of
Fund shares are taxable. If a Tax Exempt Fund purchases such securities, the
portion of the Fund's dividends related thereto will not necessarily be tax
exempt to a beneficial holder of Fund shares who is subject to the
alternative minimum tax and/or tax on Social Security benefits and may cause
a beneficial holder of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations
of the United States currently are not subject to state personal income tax.
Dividends paid by these Funds may be subject to state and local corporate
income and/or franchise taxes. In addition, in certain jurisdictions, Fund
shareholders may be subject to state and local taxes with respect to
ownership of Fund shares or distributions from the Fund. Each of these Funds
intends to provide shareholders with a statement which sets forth the
percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a Fund with respect to
Fund shares beneficially owned by a foreign person generally will not be
subject to U.S. nonresident withholding tax. However, such distributions may
be subject to backup withholding, as described below, unless the foreign
person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If a Tax Exempt Fund pays dividends derived from taxable income, it
intends to designate as taxable the same percentage of the day's dividend as
the actual taxable income earned on that day bears to total income earned on
that day. Thus, the percentage of the dividend designated as taxable, if any,
may vary from day to day.
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Page 15

Federal regulations generally require each Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of taxable
dividends and distributions from net realized securities gains of the Fund
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any tax withheld as
a result of backup withholding does not constitute an additional tax imposed
on the record owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.
Management believes that each Fund has qualified for the fiscal
year ended January 31, 1997, as a "regulated investment company" under the
Code. Each Fund intends to continue to so qualify if such qualification is in
the best interests of its shareholders. Such qualification relieves the Fund
of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management each were organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a separate Agreement and Declaration of Trust and
commenced operations on November 4, 1991, October 15, 1990, September 4, 1986
and December 27, 1988, respectively. Each of these Funds is authorized to
issue an unlimited number of shares of beneficial interest, par value $.001
per share. Dreyfus Cash Management Plus was incorporated under Maryland law
on August 12, 1987, commenced operations on October 6, 1987, and is
authorized to issue 15 billion shares of common stock, par value $.001 per
share. Each Fund's shares are classified into four classes. Each share has
one vote and shareholders will vote in the aggregate and not by class, except
as otherwise required by law or with respect to any matter which affects only
one class. Holders of Participant Shares, however, will be entitled to vote
on matters submitted to shareholders pertaining to the Service Plan.
ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) _ Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each of these Funds' Agreement and
Declaration of Trust (the "Trust Agreement") disclaims shareholder liability
for acts or obligations of such Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into
or executed by the Fund or its Trustees. Each Trust Agreement provides for
indemnification from the Fund's property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would be
unable to meet its obligations, a possibility which management believes is
remote. Upon payment of any liability incurred by a Fund organized as a
Massachusetts business trust, the shareholder paying such liability will be
entitled to reimbursement from the general assets of such Fund. Each of these
Funds intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds will not hold
shareholder meetings; however, shareholders under certain circumstances may
have the right to call a meeting of shareholders for the purpose of voting to
remove Trustees.
DREYFUS CASH MANAGEMENT PLUS _ 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.
Page 16

ALL FUNDS _ The Transfer Agent maintains a record of each investor's
ownership and sends confirmations and statements of account.
Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Participant Shares should call such
institution directly.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
Page 17

APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of a
value of a Fund's total assets, the Fund will not make any additional
investments.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT CASH MANAGEMENT) _ Each of these Funds may lend securities from
its portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Each 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 33 1/3%, as to
Dreyfus Cash Management Plus, or 20%, as to Dreyfus Government Cash
Management, of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management Plus,
cash equivalents, U.S. Government securities, or other high quality liquid
debt securities, or as to Dreyfus Government Cash Management, U.S. Treasury
securities, 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 ar
e terminable by a Fund at any time upon specified notice. Each Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ 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 (DREYFUS CASH MANAGEMENT PLUS, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) _ Each of these Funds may purchase its portfolio
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such
securities only with the intention of actually acquiring the securities, but
the Fund may sell these securities before the settlement date if it is deemed
advisable. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT,
AND DREYFUS TREASURY PRIME CASH MANAGEMENT) _ Each of these Funds may invest
in U.S. Treasury securities which include Treasury Bills, Treasury Notes and
Treasury Bonds that differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less; Treasury
Notes have initial maturities of one to ten years; and Treasury Bonds
generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) _ Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. 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.
Page 18

bonds that generally do not carry the pledge of the credit of the issuing
municipality, but generally are guaranteed by the corporate entity on whose
behalf they are issued. Notes are short-term instruments which are obligations
of the issuing municipalities or agencies and are sold in anticipation of a
bond sale, collection of taxes or receipt of other revenues. Municipal
Obligations include municipal lease/purchase agreements which are similar to
installment purchase contracts for property or equipment issued by
municipalities.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase floating and variable rate
demand notes and bonds, which are tax exempt obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated that
such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. These instruments may have
fixed, floating or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Each of these Funds may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment, the
Fund obligates a broker, dealer or bank to repurchase, at the Fund's option,
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make
payment on demand. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and none of these Funds intends to exercise
its rights thereunder for trading purposes. These Funds may pay for stand-by
commitments if such action is deemed necessary, thus increasing to a degree
the cost of the underlying Municipal Obligation and similarly decreasing such
security's yield to investors. Gains realized in connection with stand-by
commitments will be taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To
the extent set forth in this Prospectus, each of these Funds may invest in
Taxable Investments consisting of: notes of issuers having, at the time of
purchase, a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund from Taxable Investments will be
taxable to investors. See "Dividends, Distributions and Taxes." Except for
temporary defensive purposes, at no time will more than 20% of the value of
the Fund's net assets be invested in Taxable
Page 20

Investments and, with respect to Dreyfus Tax Exempt Cash Management, Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable instruments.
Under normal market conditions, neither of these Funds anticipate that more
than 5% of the value of its total assets will be invested in any one category
of Taxable Investments.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
Page 21

[This Page Intentionally Left Blank]
Page 22

Copy Rights 1997 Dreyfus Service Corporation CMGT/p082597par

Page 23

Prospectus

Participant Shares

Dreyfus
Page 24
- ------------------------------------------------------------------------------
COMBINED PROSPECTUS APRIL 1, 1997

AS REVISED AUGUST 25, 1997

DREYFUS CASH MANAGEMENT FUNDS
[INVESTOR SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS
TREASURY PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE, AND NEW YORK
CITY INCOME TAXES.
THE FUNDS ARE DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY
BANKS, ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY, CUSTODIAL
OR SIMILAR CAPACITY. FUND SHARES MAY NOT BE PURCHASED DIRECTLY BY
INDIVIDUALS, ALTHOUGH INSTITUTIONS MAY PURCHASE SHARES FOR ACCOUNTS
MAINTAINED BY INDIVIDUALS. SUCH INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES
OF THIS PROSPECTUS TO EACH INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE
INSTITUTION PURCHASES FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING INVESTOR SHARES. INVESTOR
SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN ACCORDANCE
WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940. INVESTORS CAN
INVEST, REINVEST OR REDEEM INVESTOR SHARES AT ANY TIME WITHOUT CHARGE OR
PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE OFFERED BY THE FUNDS
PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED HEREBY. THE CLASSES ARE
IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH CLASS AND THE EXPENSES
BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE. INVESTORS DESIRING TO
OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES SHOULD WRITE TO THE
ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT INVESTMENT CHOICES IN ONE
DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED APRIL 1, 1997, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS
IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses................................ 3
Condensed Financial Information............................... 4
Yield Information............................................. 7
Description of the Funds...................................... 7
Management of the Funds....................................... 10
How to Buy Shares............................................. 11
Shareholder Services.......................................... 13
How to Redeem Shares.......................................... 13
Service Plan.................................................. 14
Dividends, Distributions and Taxes............................ 14
General Information........................................... 16
Appendix...................................................... 18
Page 2

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
INVESTOR
SHARES
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
- ------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Investor Shares,
the payment of which will reduce investors' annual return. As to each Fund's
Investor Shares, unless The Dreyfus Corporation gives Fund investors at least
90 days' notice to the contrary, The Dreyfus Corporation, and not the Fund,
will be liable for all Fund expenses (exclusive of taxes, brokerage, interest
on 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 .25 of 1% of the value of the Fund's
average daily net assets attributable to Investor Shares. Institutions and
certain Service Agents (as defined below) effecting transactions in Investor
Shares for the accounts of their clients may charge their clients direct fees
in connection with such transactions; such fees are not reflected in the
foregoing table. See "Management of the Funds," "How to Buy Shares" and
"Service Plan."
Page 3

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

FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for an Investor Share outstanding, total investment return, ratios to average
net assets and other supplemental data for each period indicated. This
information has been derived from the relevant Fund's financial statements.
DREYFUS CASH MANAGEMENT
---------------------------------------------------
YEAR ENDED JANUARY 31,
---------------------------------------------------
1994(1) 1995 1996 1997
-------------- -------- ------- ---------
PER SHARE DATA:
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00

-------------- -------- ------- ---------
INVESTMENT OPERATIONS:
Investment income-net............................................ .002 .040 .056 .050
-------------- -------- ------- ---------
DISTRIBUTIONS:
Dividends from investment income-net............................. (.002) (.040) (.056) (.050)
-------------- -------- ------- ---------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
============== ======== ======= =========
TOTAL INVESTMENT RETURN............................................ 2.82%(2) 4.03% 5.76% 5.13%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets............. 2.83%(2) 3.94% 5.54% 5.02%
Net Assets, end of year (000's omitted).......................... $52,272 $85,334 $430,302 $580,582
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.

DREYFUS CASH MANAGEMENT PLUS, INC.
------------------------------------------------------
FOUR MONTHS ENDED
YEAR ENDED SEPTEMBER 30, JANUARY 31,
--------------------------------- ------------------
1994(1) 1995 1996 1997*
------------ ------- ---------- ------------------
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
Investment Operations:
Investment income-net............................................ .025 .055 .052 .017
------ ------ ------ -------
Distributions:
Dividends from investment income-net............................. (.025) (.055) (.052) (.017)
------ ------ ------ -------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
====== ====== ====== =======
TOTAL INVESTMENT RETURN............................................ 3.61%(2) 5.61% 5.33% 5.10%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%(2)
Ratio of net investment income to average net assets............. 4.00%(2) 5.66% 5.19% 5.07%(2)
Net Assets, end of year (000's omitted).......................... $6,087 $352,499 $629,251 $781,920
(1) From January 24, 1994 (commencement of initial offering) to
September 30, 1994.
(2) Annualized.
* The Fund has changed its fiscal year end from September 30 to January 31.
The information provided is from October 1,1996 through January 31, 1997.
Page 4

DREYFUS GOVERNMENT CASH MANAGEMENT
---------------------------------------------
YEAR ENDED JANUARY 31,
---------------------------------------------
1994(1) 1995 1996 1997
-------- ----- ----- -----
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
-------- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net............................................ .002 .039 .056 .050
-------- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment income-net............................. (.002) (.039) (.056) (.050)
-------- ----- ----- -----
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
======== ===== ===== =====
TOTAL INVESTMENT RETURN............................................ 2.82%(2) 3.95% 5.75% 5.12%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets............. 2.83%(2) 4.22% 5.49% 5.01%
Net Assets, end of year (000's omitted).......................... $15,097 $39,704 $451,665 $547,460
(1) From January 10, 1994 (commencement of initial offering) to
January 31, 1994.
(2) Annualized.

DREYFUS TREASURY CASH MANAGEMENT
-----------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
--------------------------------- ------------------
1994(1) 1995 1996 1997*
-------- ------ ------ --------
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
-------- ------ ------ --------
Investment Operations:
Investment income_net ........................................... .018 .050 .051 .025
Distributions:
Dividends from investment income-net............................. (.0177) (.0497) (.051) (.025)
-------- ------ ------ --------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
======== ====== ====== ========
TOTAL INVESTMENT RETURN............................................ 3.22%(2) 5.08% 5.25% 4.96%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%(2
)
Ratio of net investment income to average net assets............. 3.33%(2) 5.24% 5.05% 4.89%(2)
Net Assets, end of year (000's omitted).......................... $20,610 $39,047 $237,566 $330,415

(1)From January 10, 1994 (commencement of initial offering) to July 31, 1994.
(2)Annualized.
*The Fund has changed its fiscal year end from July 31 to January 31.
The information provided is from August 1,1996 through January 31, 1997.

DREYFUS TREASURY PRIME CASH MANAGEMENT
-----------------------------------------------------
ELEVEN MONTHS ENDED
YEAR ENDED FEBRUARY 28/29, JANUARY 31,
------------------------------- --------------------
1994(1) 1995 1996 1997*
-------- ------ ------ --------
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
-------- ------ ------ --------
Investment Operations:
Investment income-net............................................ .004 .041 .053 .044
-------- ------ ------ --------
Distributions:
Dividends from investment income-net............................. (.004) (.041) (.053) (.044)
-------- ------ ------ --------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
======== ====== ====== ========
TOTAL INVESTMENT RETURN............................................ 2.77%(2) 4.13% 5.39% 4.88%(2)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%(2)
Ratio of net investment income to average net assets............. 2.78%(2) 4.26% 5.21% 4.80%(2)
Net Assets, end of year (000's omitted).......................... $53,916 $122,524 $255,618 $358,018
(1) From January 10, 1994 (commencement of initial offering) to
February 28, 1994.
(2) Annualized.
*The Fund has changed its fiscal year end from the last day of February to
January 31. The information provided is from March 1,1996 through
January 31, 1997.
Page 5

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
-------------------------------------------------------------
ONE MONTH ENDED
YEAR ENDED DECEMBER 31, JANUARY 31,
---------------------------------------- ------------------
1993(1) 1994 1995 1996 1997*
--------- ------ ------ -------- --------
PER SHARE DATA:
Net asset value, beginning of year...................... $1.00 $1.00 $1.00 $1.00 $1.00
--------- ------ ------ -------- --------
INVESTMENT OPERATIONS:
Investment income-net................................... .005 .025 .035 .031 .003
--------- ------ ------ -------- --------
DISTRIBUTIONS:
Dividends from investment income-net.................... (.005) (.025) (.035) (.031) (.003)
--------- ------ ------ -------- --------
Net asset value, end of year............................ $1.00 $1.00 $1.00 $1.00 $1.00
========= ====== ====== ======== ========
TOTAL INVESTMENT RETURN................................... 2.12%(2) 2.51% 3.60% 3.18% 3.18%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................. .45%(2) .45% .45% .45% .45%(2)
Ratio of net investment income to
average net assets...................................... 2.14%(2) 2.43% 3.51% 3.14% 3.13%(2)
Net Assets, end of year (000's omitted)................. $1 $1,410 $22,817 $45,828 $66,716
(1) From September 30, 1993 (commencement of initial offering) to
December 31, 1993.
(2) Annualized.
* The Fund has changed its fiscal year end from December 31 to January 31.
The information provided is from January 1, 1997 through January 31, 1997.

DREYFUS TAX EXEMPT CASH MANAGEMENT
--------------------------------------------
YEAR ENDED JANUARY 31,
--------------------------------------------
1994(1) 1995 1996 1997
----- ---------- -------- -------- -------
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
----- ---------- -------- -------- -------
INVESTMENT OPERATIONS:
Investment income-net............................................ .001 .025 .034 .030
----- ---------- -------- -------- -------
DISTRIBUTIONS:
Dividends from investment income-net............................. (.001) (.025) (.034) (.030)
----- ---------- -------- -------- -------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
----- ========== ======== ======== =======
TOTAL INVESTMENT RETURN............................................ 1.83%(2) 2.57% 3.46% 3.05%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets............. 1.87%(2) 2.74% 3.39% 2.98%
Net Assets, end of year (000's omitted).......................... $1 $47,427 $79,813 $44,431
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
--------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
------------------------------- -----------------

PER SHARE DATA: 1994(1) 1995 1996 1997*
--------- ------- ------- ---------
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
--------- ------- ------- ---------
Investment Operations:
Investment income_net ........................................... .011 .032 .031 .015
Distributions:
Dividends from investment income-net............................. (.011) (.032) .031 (.015)
--------- ------- ------- ---------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
========= ======= ======= =========
TOTAL INVESTMENT RETURN ........................................... 2.02%(2) 3.20% 3.18% 3.04%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%(2)
Ratio of net investment income to average net assets ............ 2.12%(2) 2.81% 3.09% 3.03%(2)
Net Assets, end of year (000's omitted).......................... $53,324 $6,023 $14,317 $8,398

(1) From January 18, 1994 (commencement of initial offering) to July 31, 1994.
(2) Annualized.
* The Fund has changed its fiscal year end from July 31 to January 31. The
information provided is from August 1, 1996 through January 31, 1997.
</TABLE>
Page 6

YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Investor Shares. Both yield figures are based on historical earnings
and are not intended to indicate future performance. It can be expected that
these yields will fluctuate substantially. The yield for Investor Shares of
the Fund refers to the income generated by an investment in Investor Shares
of the Fund over a seven-day period (which period will be stated in the
advertisement). This income is then annualized. That is, the amount of income
generated by the investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of the investment.
The effective yield is calculated similarly, but, when annualized, the income
earned by an investment in Investor Shares of the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. A Fund's
yield and effective yield for Investor Shares may reflect absorbed expenses
pursuant to any undertaking that may be in effect. See "Management of the
Funds."
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management, and Dreyfus New York Municipal Cash Management (collectively, the
"Tax Exempt Funds"), tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate (in the case of
Dreyfus New York Municipal Cash Management, typically the highest combined
Federal, New York State, and New York City personal income tax rates), would
be equivalent to a stated yield or effective yield calculated as described
above.
Yield information is useful in reviewing the performance of a Fund's
Investor Shares, but because yields will fluctuate, under certain conditions
such information may not provide a basis for comparison with domestic bank
deposits, other investments which pay a fixed yield for a stated period of
time, or other investment companies which may use a different method of
computing yield.
Comparative performance information may be used from time to time in
advertising or marketing Fund shares, including data from Lipper Analytical
Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund Reporttrademark,
Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING FUND SHARES AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have
agreed to transmit copies of this Prospectus and all relevant Fund materials,
including proxy materials, to each individual or entity for whose account the
institution purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, which are rated in one of the two highest rating
categories for debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if the
instrument was rated by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures established by
the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management Plus
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 Fund's Board. The nationally recognized statistical rating
organizations
Page 7

currently rating instruments of the type Dreyfus Cash Management, Dreyfus Cash
Management Plus, and each Tax Exempt Fund may purchase are Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA
Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the applicable "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 a Fund will be able
to maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix_Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS _ 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 _ Investment Techniques." During normal market conditions, the Fund
will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT _ The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix_Investment
Techniques_Lending Portfolio Securities."
DREYFUS TREASURY CASH MANAGEMENT _ The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix_Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT _ The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS _ The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in Municipal Obligations. Municipal Obligations are debt
obligations issued by states, territories and possessions of the United States
and the District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest from
which is, in the opinion of bond counsel to the issuer, exempt from Federal
income tax. Municipal Obligations generally include debt obligations issued
to obtain funds for various public purposes as well as certain industrial
development bonds issued by or on behalf of public authorities. Municipal
Obligations bear fixed, floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities."
From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the value of the Fund's net
assets) or for temporary defensive purposes, the Fund may invest in taxable
money market instruments ("Taxable Investments") of the quality described
under "Appendix_Certain Portfolio Securities_Taxable Investments."
Page 8

DREYFUS TAX EXEMPT CASH MANAGEMENT _ The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State, and New York City income taxes (collectively, "New York Municipal
Obligations").The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State, and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations which New York State and New York City income tax, and
in Taxable Investments. See "Investment Considerations and Risks _ Investing
in New York Municipal Obligations" below, "Dividends, Distributions and
Taxes," and "Appendix _ Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each of these Funds' 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. Each 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 (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
_ Each of these Funds may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus may invest in securities
issued by other foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, and commercial paper issued
by foreign issuers. Accordingly, 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. 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.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may invest more than 25% of the value of
its total assets in Municipal Obligations which are related in such a way
that an economic, business or political development or change affecting one
such security also would affect the other securities; for example, securities
the interest upon which is paid from revenues of similar types of projects,
or securities whose issuers are located in the same state. As a result, each
of these Funds may be subject to greater risk as compared to a fund that does
not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds may invest may contain "non-appropriation" clauses which provide that
the municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Page 9

Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal Obligations
qualifying for Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for purchase by
the Fund and thus reduce available yield. Shareholders should consult their
tax advisers concerning the effect of these provisions on an investment in
either of these Funds. Proposals that may restrict or eliminate the income tax
exemption for interest on Municipal Obligations may be introduced in the
future. If any such proposal were enacted that would reduce the availability
of Municipal Obligations for investment by these Funds so as to adversely
affect Fund shareholders, each Fund would reevaluate its investment objective
and policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that would
treat a type of Municipal Obligation as taxable, the Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Since Dreyfus New York Municipal Cash Management is
concentrated in securities issued by New York or entities within New York, an
investment in the Fund may involve greater risk than investments in certain
other types of money market funds. Investors should consider carefully the
special risks inherent in investing principally in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January, 1997,
New York State projected an operating surplus in the General Fund for fiscal
1996-97. There can be no assurance that the State will not face substantial
potential budget gaps in future years. Investors should obtain and review a
copy of the Statement of Additional Information which more fully sets forth
these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not
limited by the 1940 Act. A "diversified" investment company is required by
the 1940 Act generally, with respect to 75% of its total assets, to invest
not more than 5% of such assets in the securities of a single issuer. Since a
relatively high percentage of the Fund's assets may be invested in the
obligations of a limited number of issuers, the Fund's investments may be
more sensitive to changes in the market value of a single issuer. However, to
meet Federal tax requirements, at the close of each quarter the Fund may not
have more than 25% of its total assets invested in any one issuer and, with
respect to 50% of total assets, not more than 5% of its total assets invested
in any one issuer. These limitations do not apply to U.S. Government
securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
MANAGEMENT OF THE FUNDS

The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
the Fund, subject to the authority of the Fund's Board, and in accordance
with Maryland law, with respect to Dreyfus Cash Management Plus, and in
accordance with Massachusetts law, with respect to each other Fund.
Page 10

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
$259 billion in assets as of March 31, 1997, including approximately $88
billion in proprietary mutual fund assets. As of March 31, 1997, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.061 trillion in
assets, including approximately $58 billion in mutual fund assets.
For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Investor Shares, unless The Dreyfus Corporation
gives Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all expenses of the Fund
(exclusive of taxes, brokerage, interest on borrowings and (with the prior
written consent of the necessary state securities commissions) extraordinary
expenses) other than the following expenses, which will be borne by 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. No Fund will reimburse The Dreyfus Corporation for any amounts it may
bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.

HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Investor Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the investor acts in some other capacity. An
institution may arrange with the Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Investor Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.

Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") may
impose certain conditions on their clients which are different from those
described in this Prospectus and, to the extent permitted by applicable
regulatory authority, 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.

Page 11

Investor Shares may be purchased by wire, by telephone or through a
compatible automated interface or trading system. 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 automated
facilities are compatible with the Fund's, investors should call one of the
telephone numbers listed under "General Information" in this Prospectus.
Investor Shares are sold on a continuous basis at the net asset value
per share next determined after an order in proper form and Federal Funds
(monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").

DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT (as indicated) _ Each of these Fund's net asset value per
share is determined twice daily: (i) as of 5:00 p.m., New York time and (ii)
as of 8:00 p.m. New York time, on each day the New York Stock Exchange or, as
to Dreyfus Cash Management and Dreyfus Cash Management Plus only, 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.

As to Dreyfus Treasury Prime Cash Management only, orders placed
with Dreyfus Institutional Services Division in New York after 12:00 Noon,
New York time, but prior to 3:00 p.m., New York time, and payments for which
are received in or converted into Federal Funds by the Custodian by 6:00
p.m., New York time, also will become effective at the price determined at
5:00 p.m., New York time, on that day. Shares so purchased will receive the
dividend declared on that day. Orders for shares placed between 3:00 p.m and
5:00 p.m., New York time, will not be accepted and executed, and notice of
the purchase order being rejected will be given to the institution placing
the order and any funds received will be returned promptly to the sending
institution.

so purchased will begin to accrue dividends on the business day following the
date the order became effective. Orders effected in proper form between 12:00
Noon and 8:00 p.m., New York time, by a means other than an automated
interface or trading system will become effective on the following business
day.

SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Investor Shares
of a Fund, Investor Shares of any other Fund or of Dreyfus Institutional
Short Term Treasury Fund, which has 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 Automated
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 an
exchange into Dreyfus Institutional Short Term Treasury Fund, the investor
must obtain and should review a copy of the fund's current prospectus, which
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 each Fund reserves the right, upon not less than 60 days' written
notice, to charge investors a nominal administrative fee in accordance with
rules promulgated by the Securities and Exchange Commission. Each Fund
reserves the right to reject any exchange request in whole or in part. The
availability of Fund Exchanges may be modified or terminated at any time upon
notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Investor Shares and purchase shares
of another class of a Fund identified above 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 a Fund, in Investor Shares of any
other Fund or of Dreyfus Institutional Short Term Treasury Fund, if the
investor is a shareholder in such fund. The amount an investor designates,
which can be expressed either in terms of a specific dollar or share amount,
will be exchanged automatically on the first and/or fifteenth of the month
according to the schedule that the investor has selected. Shares will be
exchanged at the then-current net asset value. The right to exercise this
Privilege may be modified or cancelled by the Fund or the Transfer Agent. An
investor may modify or cancel the exercise of this Privilege at any time by
mailing written notification to Dreyfus Institutional Services Division, EAB
Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New York
11556-0144. Each Fund may charge a service fee for the use of this Privilege.
No such fee currently is contemplated. For more information concerning this
Privilege 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.
None of the Funds imposes charges when Investor Shares are redeemed.
Service Agents or other institutions may charge their clients a fee for
effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all 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.

proper form effected between 5:00 p.m. and 8:00 p.m., New York time, by a
means other than an automated interface or trading system will not be
effective until the following business day.

Investors may redeem Investor Shares by wire or telephone, or through
a compatible automated interface or trading system, as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor refuses
it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Investor Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Investor Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Investor Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES _ Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. 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 automated facilities are compatible and to receive instructions for
redeeming Investor Shares in this manner.
SERVICE PLAN
Investor Shares of each Fund are subject to a separate Service Plan
adopted pursuant to Rule 12b-1 under the 1940 Act. Under each Service Plan,
the Fund (a) reimburses the Distributor for distributing 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 in the
NASD Conduct Rules. The fees payable under the Service Plan are payable
without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each
day the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash
Management and Dreyfus Cash Management Plus, or the New York Stock Exchange
only, as to each other Fund, is open for business. Investor Shares begin
earning income dividends on the
Page 14

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. No Fund will make distributions from net
realized securities gains unless capital loss carryovers, if any, have been
utilized or have expired. Investors may choose whether to receive
distributions in cash or to reinvest in additional Investor Shares at net
asset value. All expenses are accrued daily and deducted before declaration
of dividends to investors. Dividends paid by each class of shares will be
calculated at the same time and in the same manner and will be in the same
amount, except that the expenses attributable solely to a class will be borne
exclusively by such class.
Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund 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, are taxable
as ordinary income, whether received in cash or reinvested in additional Fund
shares, if the beneficial holder of shares is a citizen or resident of the
United States. No dividend paid by a Fund will qualify for the dividends
received deduction allowable to certain U.S. corporations. Distributions from
net realized long-term securities gains, if any, generally are taxable as
long-term capital gains for Federal income tax purposes if the beneficial
holder of shares is a citizen or resident of the United States, regardless of
how long shareholders have held their shares and whether such distributions
are received in cash or reinvested in additional shares. The Code provides
that the net capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Cash Management Plus and Dreyfus Tax Exempt Cash
Management may be subject to state and local taxes. Although all or a
substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each Tax Exempt Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, or (ii) a factor in determining
the extent to which the Social Security benefits of a beneficial holder of
Fund shares are taxable. If a Tax Exempt Fund purchases such securities, the
portion of the Fund's dividends related thereto will not necessarily be tax
exempt to a beneficial holder of Fund shares who is subject to the
alternative minimum tax and/or tax on Social Security benefits and may cause
a beneficial holder of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations
of the United States currently are not subject to state personal income tax.
Dividends paid by these Funds may be subject to state and local corporate
income and/or franchise taxes. In addition, in certain jurisdictions, Fund
shareholders may be subject to state and local taxes with respect to
ownership of Fund shares or distributions from the Fund. Each of these Funds
intends to provide shareholders with a statement which sets forth the
percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a Fund with respect to
Fund shares beneficially owned by a foreign person generally will not be
subject to U.S. nonresident withholding tax. However, such distributions may
be subject to backup withholding, as described below, unless the foreign
person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If
Page 15

a Tax Exempt Fund pays dividends derived from taxable income, it intends to
designate as taxable the same percentage of the day's dividend as the actual
taxable income earned on that day bears to total income earned on that day.
Thus, the percentage of the dividend designated as taxable, if any, may vary
from day to day.
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management believes that each Fund has qualified for the fiscal year
ended January 31, 1997, as a "regulated investment company" under the Code.
Each Fund intends to continue to so qualify if such qualification is in the
best interests of its shareholders. Such qualification relieves the Fund of
any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management each were organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a separate Agreement and Declaration of Trust, and
commenced operations on November 4, 1991, October 15, 1990, September 4,
1986, and December 27, 1988, respectively. Each of these Funds is authorized
to issue an unlimited number of shares of beneficial interest, par value
$.001 per share. Dreyfus Cash Management Plus was incorporated under Maryland
law on August 12, 1987, commenced operations on October 6, 1987, and is
authorized to issue 15 billion shares of common stock, par value $.001 per
share. Each Fund's shares are classified into four classes. Each share has
one vote and shareholders will vote in the aggregate and not by class, except
as otherwise required by law or with respect to any matter which affects only
one class. Holders of Investor Shares, however, will be entitled to vote on
matters submitted to shareholders pertaining to the Service Plan.
ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) _ Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each, of these Funds' Agreement and
Declaration of Trust (the "Trust Agreement") disclaims shareholder liability
for acts or obligations of such Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into
or executed by the Fund or its Trustees. Each Trust Agreement provides for
indemnification from the Fund's property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would be
unable to meet its obligations, a possibility which management believes is
remote. Upon payment of any liability incurred by a Fund organized as a
Massachusetts business trust, the shareholder paying such liability will be
entitled to reimbursement from the general assets of such Fund. Each of these
Funds intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds will hold shareholder
meetings; however, shareholders under certain circumstances may have the
right to call a meeting of shareholders for the purpose of voting to remove
Trustees.
DREYFUS CASH MANAGEMENT PLUS _ 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
Page 16

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.
ALL FUNDS _ The Transfer Agent maintains a record of each investor's
ownership and sends confirmations and statements of account.
Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Investor Shares should call such
institution directly.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
Page 17

APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of
the value of a Fund's total assets, the Fund will not make any additional
investments.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT CASH MANAGEMENT) _ Each of these Funds may lend securities from
its portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Each 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 33 1/3%, as to
Dreyfus Cash Management Plus, or 20%, as to Dreyfus Government Cash
Management, of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management Plus,
cash equivalents, U.S. Government securities, or other high quality liquid
debt securities, or as to Dreyfus Government Cash Management, U.S. Treasury
securities, 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 ar
e terminable by a Fund at any time upon specified notice. Each Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ 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 (DREYFUS CASH MANAGEMENT PLUS, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) _ Each of these Funds may purchase its portfolio
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such
securities only with the intention of actually acquiring the securities, but
the Fund may sell these securities before the settlement date if it is deemed
advisable. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT,
AND DREYFUS TREASURY PRIME CASH MANAGEMENT) _ Each of these Funds may invest
in U.S. Treasury securities which include Treasury Bills, Treasury Notes and
Treasury Bonds that differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less;
Treasury Notes have initial maturities of one to ten years; and Treasury
Bonds generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) _ Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. 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.
Page 18

REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) _
Each of these Funds 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 (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London 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 (such
as London branches) of domestic banks, and domestic and foreign branches of
foreign banks, each Fund may be subject to additional investment risks that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers. See "Description of the
Funds _ Investment Considerations and Risks _ Bank 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 (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by each
Fund will consist only of direct obligations. The other corporate obligations
in which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master
demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ 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.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) _ The asset-backed
securities in which the Fund may invest are securities issued by special
purpose entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities and
in certain cases, supported by letters of credit, surety bonds or other forms
of credit or liquidity enhancements. The value of these asset-backed
securities also may be affected by the creditworthiness of the servicing
agent for the pool of assets, the originator of the loans or receivables or
the financial institutions providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue
Page 19

source, but not from the general taxing power. Tax exempt industrial
development bonds, in most cases, are revenue bonds that generally
do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase floating and variable rate
demand notes and bonds, which are tax exempt obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated that
such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. These instruments may have
fixed, floating or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Each of these Funds may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment, the
Fund obligates a broker, dealer or bank to repurchase, at the Fund's option,
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make
payment on demand. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and none of these Funds intends to exercise
its rights thereunder for trading purposes. These Funds may pay for stand-by
commitments if such action is deemed necessary, thus increasing to a degree
the cost of the underlying Municipal Obligation and similarly decreasing such
security's yield to investors. Gains realized in connection with stand-by
commitments will be taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To
the extent set forth in this Prospectus, each of these Funds may invest in
Taxable Investments consisting of: notes of issuers having, at the time of
purchase, a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund
Page 20

from Taxable Investments will be taxable to investors. See "Dividends,
Distributions and Taxes." Except for temporary defensive purposes, at no time
will more than 20% of the value of the Fund's net assets be invested in
Taxable Investments and, with respect to Dreyfus Tax Exempt Cash Management,
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax. If a Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable instruments.
Under normal market conditions, none of these Funds anticipate that not more
than 5% of the value of its total assets will be invested in any one category
of Taxable Investments.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
Page 21

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Page 22

Copy Rights 1997 Dreyfus Service Corporation CMGT/p082597inv
Page 23

Prospectus

Investor Shares

Dreyfus
Page 24

DREYFUS CASH MANAGEMENT
DREYFUS CASH MANAGEMENT PLUS, INC.
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)
APRIL 1, 1997

AS REVISED AUGUST 25, 1997

(FOR INSTITUTIONAL SHARES, ADMINISTRATIVE SHARES, INVESTOR SHARES AND
PARTICIPANT SHARES)

[/R]

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
for each class of shares of Dreyfus Cash Management, Dreyfus Cash Management
Plus, Inc., Dreyfus Government Cash Management, Dreyfus Treasury Cash
Management, Dreyfus Treasury Prime Cash Management, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management and Dreyfus New York
Municipal Cash Management (each, a "Fund" and collectively, the "Funds"),
each dated April 1, 1997, as each may be revised from time to time. To
obtain a copy of the Prospectus for a class of shares of a Fund, please
write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or, in the case of institutional investors, call the following
numbers:

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

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

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

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

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

Page

Investment Objective and Management Policies................B-3
Management of the Funds.....................................B-20
Management Agreements.......................................B-25
How to Buy Shares...........................................B-28
Service Plans...............................................B-28
Shareholder Services Plans..................................B-31
How to Redeem Shares........................................B-32
Determination of Net Asset Value............................B-33
Shareholder Services........................................B-34
Dividends, Distributions and Taxes..........................B-35
Portfolio Transactions......................................B-35
Yield Information...........................................B-36
Information About the Funds.................................B-39
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors..........................B-39
Appendix A..................................................B-41
Appendix B..................................................B-43
Appendix C..................................................B-47
Appendix D..................................................B-60
Financial Statements and Reports of Independent Auditors....B-65
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

Portfolio Securities

U.S. Government Securities. (Dreyfus Cash Management, Dreyfus Cash
Management Plus, and Dreyfus Government Cash Management) Securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities
include U.S. Treasury securities, which differ in their interest rates,
maturities and times of issuance. Some obligations issued or guaranteed by
U.S. Government agencies and instrumentalities are supported by the full
faith and credit of the U.S. Treasury; others by the right of the issuer to
borrow from the U.S. Treasury; others by discretionary authority of the U.S.
Government to purchase certain obligations of the agency or instrumentality;
and others only by the credit of the agency or instrumentality. These
securities bear fixed, floating or variable rates of interest. Interest may
fluctuate based on generally recognized reference rates or the relationship
of rates. While the U.S. Government provides financial support to such U.S.
Government-sponsored agencies or instrumentalities, no assurance can be
given that it will always do so, since it is not so obligated by law.

Bank Securities. (Dreyfus Cash Management and Dreyfus Cash Management
Plus) Certificates of deposit are negotiable certificates representing the
obligation of a bank to repay funds deposited with it for a specified period
of time. Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (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 of
the drawer to pay the face amount of the instrument upon maturity. Other
short-term obligations may include uninsured, direct obligations bearing
fixed, floating or variable interest rates.

Each Fund may invest in time deposits and certificates of deposit
("CDs") issued by domestic banks having total assets in excess of $1 billion
or by London branches of such domestic banks, and with respect to Dreyfus
Cash Management Plus, Inc. only, foreign subsidiaries or foreign branches of
domestic banks, domestic and foreign branches of foreign banks. Each Fund
also is authorized to purchase CDs issued by banks, savings and loan
associations and similar institutions with less than $1 billion in assets,
the deposits of which are insured by the Federal Deposit Insurance
Corporation ("FDIC"), provided the Fund purchases any such CD in a principal
amount of no more than $100,000, which amount would be fully insured by the
Bank Insurance Fund or the Savings Association Insurance Fund administered
by the FDIC. Interest payments on such a CD are not insured by the FDIC.
The Fund would not own more than one such CD per such issuer.

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

CDs held by the Fund, other than those issued by banks with less than
$1 billion in assets as described above, do not benefit materially, and time
deposits do not benefit at all, from insurance from the Bank Insurance Fund
or the Savings Association Insurance Fund administered by the FDIC.

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

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

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

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

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

Municipal Obligations. (Dreyfus Municipal Cash Management Plus,
Dreyfus Tax Exempt Cash Management, and Dreyfus New York Municipal Cash
Management (the "Tax Exempt Funds")) The average distribution of
investments (at value) in Municipal Obligations by ratings as of January 31,
1997, computed on a monthly basis, were as follows:
<TABLE>

Percentage of Value
-------------------
Dreyfus Dreyfus
Municipal Tax
Fitch Investors Moody's Investors Standard & Poor's Cash Exempt Dreyfus New York
Service, L.P. Service, Inc. Ratings Group Management Cash Municipal
("Fitch") ("Moody's") ("S&P") Plus Management Cash Management
- ------------ or ---------------- or --------------- ----------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
F-1+/F-1 VMIG 1/MIG 1, SP-1+/SP-1, 96.7% 96.0% 95.3%
P-1 A-1+/1-A
F-2 VMIG 2/MIG 2, P2 SP-2, A2 - 1.6% -
AAA/AA Aaa/Aa AAA/AA - 1.3% -
Not Rated Not Rated Not Rated 3.3% 1.1% 4.7%
--- --- ---
100% 100% 100%
</TABLE>
The term "Municipal Obligations" generally includes debt obligations
issued to obtain funds for various public purposes, including the
construction of a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, schools, streets and
water and sewer works. Other public purposes for which Municipal Obligations
may be issued include refunding outstanding obligations, obtaining funds for
general operating expenses and lending such funds to other public
institutions and facilities. In addition, certain types of industrial
development bonds are issued by or on behalf of public authorities to obtain
funds to provide for the construction, equipment, repair or improvement of
privately operated housing facilities, sports facilities, convention or
trade show facilities, airport, mass transit, industrial, port or parking
facilities, air or water pollution control facilities and certain local
facilities for water supply, gas, electricity, or sewage or solid waste
disposal; the interest paid on such obligations may be exempt from Federal
income tax, although current tax laws place substantial limitations on the
size of such issues. Such obligations are considered to be Municipal
Obligations if the interest paid thereon qualifies as exempt from Federal
income tax in the opinion of bond counsel to the issuer. There are, of
course, variations in the security of Municipal Obligations, both within a
particular classification and between classifications.

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

For the purpose of diversification under the Investment Company Act of
1940, as amended (the "1940 Act"), the identification of the issuer of
Municipal Obligations depends on the terms and conditions of the security.
When the assets and revenues of an agency, authority, instrumentality or
other political subdivision are separate from those of the government
creating the subdivision and the security is backed only by the assets and
revenues of the subdivision, such subdivision would be deemed to be the sole
issuer. Similarly, in the case of an industrial development bond, if that
bond is backed only by the assets and revenues of the non-governmental user,
then such non-governmental user would be deemed to be the sole issuer. If,
however, in either case, the creating government or some other entity
guarantees a security, such a guaranty would be considered a separate
security and will be treated as an issue of such government or other entity.

The yields on Municipal Obligations are dependent on a variety of
factors, including general economic and monetary conditions, money market
factors, conditions in the Municipal Obligations market, size of a
particular offering, maturity of the obligation, and rating of the issue.
The imposition of the management fee and the fees paid under each Fund's
Service Plan with respect to Administrative Shares, Investor Shares and
Participant Shares, will have the effect of reducing the yield to investors.
Municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations") have special risks not
ordinarily associated with Municipal Obligations. Although lease
obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation
ordinarily is backed by the municipality's covenant to budget for,
appropriate and make the payments due under the lease obligation. However,
certain lease obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease or installment
purchase payments in future years unless money is appropriated for such
purpose on a yearly basis. Although "non-appropriation" lease obligations
are secured by the leased property, disposition of the property in the event
of foreclosure might prove difficult. Each Tax Exempt Fund will seek to
minimize these risks by investing only in those lease obligations that (1)
are rated in one of the two highest categories for debt obligations by at
least two nationally recognized statistical rating organizations (or one
rating organization if the lease obligation was rated by only one such
organization) or (2) if unrated, are purchased principally from the issuer
or domestic banks or other responsible third parties, in each case only if
the seller shall have entered into an agreement with the Fund providing that
the seller or other responsible third party will either remarket or
repurchase the municipal lease within a short period after demand by the
Fund. The staff of the Securities and Exchange Commission currently
considers certain lease obligations to be illiquid. Accordingly, no Fund
will invest more than 10% of the value of its net assets in lease
obligations that are illiquid and in other illiquid securities.

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

To the extent that the ratings given by Moody's, S&P or Fitch may
change as a result of changes in such organizations or their rating systems,
each Tax Exempt Fund will attempt to use comparable ratings as standards for
its investments in accordance with the investment policies contained in the
Funds' Combined Prospectuses and this Statement of Additional Information.
The ratings of Moody's, S&P and Fitch represent their opinions as to the
quality of the Municipal Obligations which they undertake to rate. It
should be emphasized, however, that ratings are relative and subjective and
are not absolute standards of quality. Although these ratings may be an
initial criterion for selection of portfolio investments, the Manager also
will evaluate these securities and the creditworthiness of the issuers of
such securities based upon financial and other available information.

Taxable Investments (Tax Exempt Funds) The taxable investments in
which Tax Exempt Funds may invest include U.S. Government securities,
commercial paper, certificates of deposit, time deposits, bankers
acceptances and repurchase agreements. Commercial paper consists of short-
term, unsecured promissory notes issued to finance short-term credit needs.
See also "U.S. Government Securities," "Bank Securities," and "Repurchase
Agreements" above. The bank obligations which may be purchased by the Tax
Exempt Funds include those issued by other foreign branches of domestic
banks in addition to London branches.

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

Management Policies

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

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

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

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

Investment Considerations and Risks

Investing in New York Municipal Obligations. (Dreyfus New York
Municipal Cash Management) Each investor should consider carefully the
special risks inherent in investing in New York Municipal Obligations by the
Fund. These risks result from the financial condition of New York State and
certain of its public bodies and municipalities, including New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or
a failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income
to the Fund could be adversely affected. Moreover, the national recession
and the significant slowdown in the New York and regional economies in the
early 1990s added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January
1997, New York State projected an operating surplus in the General Fund for
fiscal 1996-97. There can be no assurance that New York will not face
substantial potential budget gaps in future years. Investors should review
"Appendix C" which more fully sets forth these and other risk factors.

Investment Restrictions

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

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

2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or
market, less liabilities (not including the amount borrowed) at the time the
borrowing is made. While borrowings exceed 5% of the value of the Fund's
total assets, the Fund will not make any additional investments.

3. Sell securities short or purchase securities on margin.

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

5. Underwrite the securities of other issuers.

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

7. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus.

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

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

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

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

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

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

* * * *

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

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

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

3. Sell securities short or purchase securities on margin.

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

5. Underwrite the securities of other issuers.

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

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

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

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

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

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

* * * *

Dreyfus Government Cash Management. Dreyfus Government Cash Management
has adopted investment restrictions numbered 1 through 10 as fundamental
policies, which cannot be changed without approval by the holders of a
majority (as defined in the 1940 Act) of the Fund's outstanding voting
shares. Investment restrictions numbered 11 and 12 are not fundamental
policies and may be changed by a vote of a majority of the Fund's Board
members at any time. Dreyfus Government Cash Management may not:

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

3. Sell securities short or purchase securities on margin.

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

5. Underwrite the securities of other issuers.

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

7. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus. However, the Fund may lend
securities to brokers, dealers or other institutional investors, but only
when the borrower deposits collateral consisting of cash or U.S. Treasury
securities with the Fund and agrees to maintain such collateral so that it
amounts at all times to at least 100% of the value of the securities loaned.
Such loans will not be made, if, as a result, the aggregate value of the
securities loaned exceeds 20% of the value of the Fund's total assets.

8. Invest more than 25% of its total assets in the securities of
issuers in any single industry, provided that there shall be no such
limitation on investments in obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

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

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

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

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

* * * *

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

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

3. Sell securities short or purchase securities on margin.

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

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

6. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus.

7. Invest more than 25% of its total assets in the securities of
issuers in any single industry, provided that there shall be no such
limitation on investments in obligations issued or guaranteed by the U.S.
Government.

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

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

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

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

* * * *

Dreyfus Treasury Prime Cash Management. Dreyfus Treasury Prime Cash
Management has adopted investment restrictions numbered 1 through 10 as
fundamental policies, which cannot be changed without approval by the
holders of a majority (as defined in the 1940 Act) of the Fund's outstanding
voting shares. Investment restrictions numbered 11 and 12 are not
fundamental policies and may be changed by vote of a majority of the Fund's
Board members at any time. Dreyfus Treasury Prime Cash Management may not:

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

3. Sell securities short or purchase securities on margin.

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

5. Underwrite the securities of other issuers.

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

7. Make loans to others except through the purchase of debt
obligations referred to in the Prospectus.

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

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

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

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

* * * *

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

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

3. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to secure borrowings for temporary or emergency purposes.

4. Sell securities short or purchase securities on margin.

5. Underwrite the securities of other issuers, except that the Fund
may bid separately or as part of a group for the purchase of Municipal
Obligations directly from an issuer for its own portfolio to take advantage
of the lower purchase price available.

6. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas interests,
but this shall not prevent the Fund from investing in Municipal Obligations
secured by real estate or interests therein.

7. Make loans to others, except through the purchase of qualified
debt obligations and the entry into repurchase agreements referred to above
and in the Fund's Prospectus.

8. Invest more than 5% of its assets in the obligations of any
issuer, except that up to 25% of the value of the Fund's total assets may be
invested, and securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities may be purchased, without regard to any such
limitation.

9. Invest more than 25% of its total assets in the securities of
issuers in any single industry; provided that there shall be no such
limitation on the purchase of Municipal Obligations and, for temporary
defensive purposes, obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.

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

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

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

For purposes of investment restriction no. 9, industrial development
bonds, where the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are grouped together
as an "industry".

* * * *

Dreyfus Tax Exempt Cash Management. Dreyfus Tax Exempt Cash Management
has adopted investment restrictions numbered 1 through 10 as fundamental
policies, which cannot be changed without approval by the holders of a
majority (as defined in the 1940 Act) of the Fund's outstanding voting
shares. Investment restrictions numbered 11 and 12 are not fundamental
policies and may be changed by vote of a majority of the Fund's Board
members at any time. Dreyfus Tax Exempt Cash Management may not:

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

3. Sell securities short or purchase securities on margin.

4. Underwrite the securities of other issuers, except that the Fund
may bid separately or as part of a group for the purchase of Municipal
Obligations directly from an issuer for its own portfolio to take advantage
of the lower purchase price available.

5. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas interests,
but this shall not prevent the Fund from investing in Municipal Obligations
secured by real estate or interests therein.

6. Make loans to others, except through the purchase of qualified
debt obligations and the entry into repurchase agreements referred to above
and in the Fund's Prospectus.

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

8. Invest more than 25% of its total assets in the securities of
issuers in any single industry; provided that there shall be no such
limitation on the purchase of Municipal Obligations and, for temporary
defensive purposes, securities issued by banks and obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.

9. Purchase more than 10% of the voting securities of any issuer
(this restriction applies only with respect to 75% of the Fund's assets) or
invest in companies for the purpose of exercising control.

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

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

Notwithstanding investment restriction nos. 1, 5 and 11, the Fund
reserves the right to enter into interest rate futures contracts, and
municipal bond index futures contracts, and any options that may be offered
in respect thereof, subject to the restrictions then in effect of the
Securities and Exchange Commission and the Commodity Futures Trading
Commission and to the receipt or taking, as the case may be, of appropriate
consents, approvals and other actions from or by those regulatory bodies. In
any event, no such contracts or options will be entered into until a general
description of the terms thereof are set forth in a subsequent prospectus
and statement of additional information, the Registration Statement with
respect to which has been filed with the Securities and Exchange Commission
and has become effective.

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

* * * *

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

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

3. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to secure borrowings for temporary or emergency purposes.

4. Sell securities short or purchase securities on margin.

7. Make loans to others, except through the purchase of qualified
debt obligations and the entry into repurchase agreements referred to above
and in the Fund's Prospectus.

8. Invest more than 25% of its total assets in the securities of
issuers in any single industry; provided that there shall be no such
limitation on the purchase of Municipal Obligations and, for temporary
defensive purposes, obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.

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

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

Notwithstanding investment restriction nos. 1, 3 and 6, the Fund
reserves the right to enter into interest rate futures contracts, and
municipal bond index futures contracts, and any options that may be offered
in respect thereof, subject to the restrictions then in effect of the
Securities and Exchange Commission and the Commodity Futures Trading
Commission and to the receipt or taking, as the case may be, of appropriate
consents, approvals and other actions from or by those regulatory bodies.
In any event, no such contracts or options will be entered into until a
general description of the terms thereof are set forth in a subsequent
prospectus and statement of additional information, the Registration
Statement with respect to which has been filed with the Securities and
Exchange Commission and has become effective.
For purposes of investment restriction no.8, industrial development
bonds, where the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are grouped together
as an "industry."

* * * *

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

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

MANAGEMENT OF THE FUNDS

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

Board Members of the Funds

JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He is
also Chairman of the Board of Noel Group, Inc., a venture capital
company, and Staffing Resources, Inc., a temporary placement agency.
He also serves as a director of The Muscular Dystrophy Association,
HealthPlan Services Corporation, a provider of marketing,
administrative, and risk management services for health and other
benefit programs; Carlyle Indusries, Inc. (formerly, Belding
Heminway Company, Inc.), a button packager and distributor; and
Curtis Industries, Inc., a national distributor of security
products, chemicals, and automotive and other hardware. For more
than five years prior to January 1995, he was President, a director
and, until August 1994, Chief Operating Officer, of the Manager, and
Executive Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager and, until
August 24, 1994, the Funds' distributor. From August 1994 to
December 31, 1994, he was a director of Mellon Bank Corporation.
He is 53 years old and his address is 200 Park Avenue, New York, New
York 10166.

DAVID W. BURKE, Board Member. Chairman of the Broadcasting Board of
Governors, an independent board within the United States Information
Agency, since August 1995. From August 1994 through December 31,
1994, Mr. Burke was a consultant to the Manager and, from October
1990 to August 1994, he was Vice President and Chief Administrative
Officer of the Manager. From 1977 to 1990, Mr. Burke was involved
in the management of national television news, as Vice-President and
Executive Vice President of ABC News, and subsequently as President
of CBS News. He is 60 years old and his address is Box 654,
Eastham, Massachusetts 02642.

ISABEL P. DUNST, Board Member. Partner in the law firm of Hogan & Hartson
since 1990. From 1986 to 1990, she was Deputy General Counsel of the
United States Department of Health and Human Services. Until May 1996,
she was a Trustee of the Clients' Security Fund of the District of
Columbia Bar and President of Temple Sinai. She is 50 years old and
her address is c/o Hogan & Hartson, Columbia Square, 555 Thirteenth
Street, N.W., Washington, D.C. 20004-1109.

LYLE E. GRAMLEY, Board Member. Consulting economist, since June 1992, and,
from 1985 to May 1992, Senior Staff Vice President and Chief Economist,
of Mortgage Bankers Association of America. Since February 1993, Mr.
Gramley has served as a director of CWM Mortgage Holdings, Inc. and,
since February 1996, as a director of NUWave Technologies, Inc. From
1980 to 1985, he was a member of the Board of Governors of the Federal
Reserve System. He is 70 years old and his address is 12901 Three
Sisters Road, Potomac, Maryland 20854.

WARREN B. RUDMAN, Board Member. Since January 1993, Partner in the law firm
Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Rudman also is a
director of Prime Succession, Inc., Collins & Aikman Corporation, Chubb
Corporation and the Raytheon Company and a trustee of Boston College.
He also has served, since January 1994, as Vice Chairman of the
President's Foreign Intelligence Advisory Board, and since 1986, as a
member of the Senior Advisory Board of the Institute of Politics of the
Kennedy School of Government at Harvard University. From January 1981
to January 1993, Mr. Rudman served as a United States Senator from the
State of New Hampshire. From January 1993 to December 1994, Mr. Rudman
served as Vice Chairman of the Federal Reserve Bank of Boston. He is
66 years old and his address is 1615 L Street, N.W., Suite 1300,
Washington D.C. 20036.

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

For so long as a Fund's plan described in the sections captioned
"Service Plans" or "Shareholder Services Plans" remains in effect, the Board
members of such Fund who are not "interested persons" of the Fund, as
defined in the 1940 Act, will be selected and nominated by the Board members
who are not "interested persons" of the Fund.

Board members of each Fund are entitled to receive an annual retainer
and a per meeting fee and reimbursement for their expenses. The Chairman of
the Board receives an additional 25% of such compensation. Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate amounts of
compensation payable to each Board member by each Fund for the twelve month
period ended January 31, 1997* , and by all funds in the Dreyfus Family of
Funds for which such person is a Board member (the number of which is set
forth in parenthesis next to each Board member's total compensation) for the
year ended December 31, 1996, are set forth below.

<TABLE>
Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex
Member and Fund Fund(*)(+) paid to Board Member
- --------------- ------------------ ---------------------
<S> <C> <C>
Joseph S. DiMartino $507,075 (94)

Dreyfus Cash Management $5,930(1)
Dreyfus Cash Management Plus, Inc. $5,930(1)
Dreyfus Government Cash Management $5,930(1)
Dreyfus Treasury Cash Management $5,930(1)
Dreyfus Treasury Prime Cash Management $5,930(1)
Dreyfus Municipal Cash Management Plus $5,930(1)
Dreyfus Tax Exempt Cash Management $5,930(1)
Dreyfus New York Municipal Cash Management $3,645(1)

David W. Burke $232,699 (51)

Dreyfus Cash Management $6,000
Dreyfus Cash Management Plus, Inc. $6,000
Dreyfus Government Cash Management $6,000
Dreyfus Treasury Cash Management $6,000
Dreyfus Treasury Prime Cash Management $6,000
Dreyfus Municipal Cash Management Plus $6,000
Dreyfus Tax Exempt Cash Management $6,000
Dreyfus New York Municipal Cash Management $4,000

* Dreyfus Cash Management Plus, Inc. has changed its fiscal year from September 30
to January 31. Dreyfus Treasury Cash Management and Dreyfus New York Municipal
Cash Management each have changed their fiscal year end from July 31 to January
31. Dreyfus Municipal Cash management Plus has changed its fiscal year end from
December 31 to January 31, and Dreyfus Treasury Prime Cash management has changed
its fiscal year end from the last day of February to January 31. For purposes of
consistency and comparability, a 12-month period ended January 31, 1997 has been
used to present this information.

Isabel P. Dunst
$42,000 (8)

Lyle E. Gramley $46,000 (8)

Warren B. Rudman $71,588

Dreyfus Cash Management $5,500
Dreyfus Cash Management Plus, Inc. $5,500
Dreyfus Government Cash Management $5,500
Dreyfus Treasury Cash Management $5,500
Dreyfus Treasury Prime Cash Management $5,500
Dreyfus Municipal Cash Management Plus $5,500
Dreyfus Tax Exempt Cash Management $5,500
Dreyfus New York Municipal Cash Management $3,500
___________________________
(*) Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $402.76 with respect to each Dreyfus Cash
Management, Dreyfus Tax Exempt Cash Management and Dreyfus New York
Municipal Cash Managemement, $402.74 with respect to each Dreyfus Government
Cash Management and Dreyfus Treasury Cash Management, $399.15 with respect
to Dreyfus Treasury Prime Cash Management, and $402.75 with respect to each
Dreyfus Cash Management Plus and Dreyfus Municipal Cash Management Plus.

(+) The aggregate compensation payable to each Board member by each Fund
was paid by the Manager. See "Management Agreements."

(1) Effective February 4, 1997, Mr. DiMartino was elected Chairman of the
Board of the Fund. These figures reflect estimated amounts payable to Mr.
DiMartino over calendar year 1997, prorated accordingly, assuming his
attendance at all regular meetings of the Board during the year.

(2) Reflects amounts paid for the calendar year 1996 for all funds in the
Dreyfus Family of Funds for which Mr. DiMartino serves as a Board member.
</TABLE>

Officers of the Funds

MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer and a director of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
December 1991 to July 1994, she was President and Chief Compliance
Officer of Funds Distributor, Inc., the ultimate parent of which is
Boston Institutional Group, Inc. She is 39 years old.

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

ELIZABETH A. KEELEY, Vice President and Assistant Secretary. Vice President
of the Distributor and an officer of other investment companies advised
or administered by the Manager. She is 27 years old.

MARK A. KARPE, Vice President and Assistant Secretary. Senior Paralegal of
the Distributor and an officer of other investment companies advised or
administered by the Manager. Prior to August 1993, he was employed as
an Associate Examiner at the National Association of Securities
Dealers, Inc. He is 27 years old.

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

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

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

MICHAEL S. PETRUCELLI, Vice President and Assistant Treasurer. Director of
Strategic Client Initiatives for Funds Distributor, Inc and an officer
of other investment companies advised or administered by the Manager.
From December 1989 through November 1996, he was employed with GE
Investments where he held various financial, business development and
compliance positions. He is 35 years old.

JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Treasurer and
Chief Financial Officer of the Distributor and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 34 years old.

The address of each officer of the Funds is 200 Park Avenue, New York,
New York 10166.
Each Fund's Board members and officers, as a group, owned less than 1%
of the Fund's shares outstanding on March 20, 1997.

Set forth in "Appendix D" to this Statement of Additional Information
are the shareholders known by each Fund (as indicated) to own of record 5%
or more of such Fund's Institutional Shares, Administrative Shares, Investor
Shares and Participant Shares outstanding on March 20, 1997.

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

MANAGEMENT AGREEMENTS

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

The Manager provides management services pursuant to separate
Management Agreements (respectively, the "Agreement") dated August 24, 1994
with each Fund. As to each Fund, the Agreement is subject to annual approval
by (i) such Fund's Board or (ii) vote of a majority (as defined in the 1940
Act) of such Fund's outstanding voting securities of the Fund, provided that
in either event the continuance also is approved by a majority of the Fund's
Board members who are not "interested persons" (as defined in the 1940 Act)
of the Fund or the Manager, by vote cast in person at a meeting called for
the purpose of voting on such approval. Each Agreement was approved by
shareholders on August 5, 1994, and was last approved by each Fund's Board,
including a majority of the Board members who are not "interested persons"
of any party to the Agreement, at a meeting held on May 21, 1997. As to
each Fund, the Agreement is terminable without penalty, on not more than 60
days' notice, by the Fund's Board or by vote of the holders of a majority of
such Fund's shares, or, on not less than 90 days' notice, by the Manager.
Each Agreement will terminate automatically in the event of its assignment
(as defined in the 1940 Act).

The following persons are officers and/or directors of the Manager: W.
Keith Smith, Chairman of the Board; Christopher M. Condron, President, Chief
Executive Officer, Chief Operating Officer and a director; Stephen E.
Canter, Vice Chairman, Chief Investment Officer and a director; Lawrence S.
Kash, Vice Chairman--Distribution and a director; William T. Sandalls, Jr.,
Senior Vice President and Chief Financial Officer; Mark N. Jacobs, Vice
President, General Counsel and Secretary; Patrice M. Kozlowski, Vice
President--Corporate Communications; Mary Beth Leibig, Vice President--Human
Resources; Jeffrey N. Nachman, Vice President--Mutual Fund Accounting;
Andrew S. Wasser, Vice President--Information Systems; William V. Healey,
Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt, and Frank V.
Cahouet, directors.

The Manager manages each Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Board. The Manager is responsible for investment decisions, and provides
each Fund with portfolio managers who are authorized by the Board to execute
purchases and sales of securities. The portfolio managers of Dreyfus Cash
Management, Dreyfus Cash Management Plus, Dreyfus Government Cash
Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime
Cash Management (collectively, the "Taxable Funds") are Robert P. Fort, Jr.,
Bernard Kiernan, Patricia A. Larkin, and Thomas Riordan. The portfolio
managers of Tax Exempt Funds are Joseph P. Darcy, A. Paul Disdier, Douglas
J. Gaylor, Karen M. Hand, Stephen C. Kris, Richard J. Moynihan, Jill C.
Shaffro, Samuel J. Weinstock, and Monica S. Weiboldt. The Manager also
maintains a research department with a professional staff of portfolio
managers and securities analysts who provide research services for each Fund
and for other funds advised by the Manager. All purchases and sales are
reported for the Board's review at the meeting subsequent to such
transactions.

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

As compensation for the Manager's services under the Agreement, each
Fund has agreed to pay the Manager a monthly management fee at the annual
rate of .20 of 1% of the value of such Fund's average daily net assets. All
fees and expenses are accrued daily and deducted before declaration of
dividends to investors. Set forth below are the total amounts paid by each
Fund to the Manager for each Fund's last three fiscal years, and with
respect to Dreyfus Cash Management Plus, Dreyfus Treasury Cash Management,
Dreyfus Treasury Prime Cash Management, Dreyfus Municipal Cash Management
and Dreyfus New York Municipal Cash Management(*), for the stated period
ended January 31, 1997:

Fiscal Year Ended January 31,
1997 1996 1995

Dreyfus Cash Management $6,271,157 $5,179,993 $4,607,084

Dreyfus Government Cash
Management $10,873,643 $8,865,414 $6,672,265

Dreyfus Tax Exempt Cash
Management $2,873,913 $2,960,202 $2,972,503

Four Month
Period Ended Fiscal Year Ended September 30,
January 31, 1997 1996 1995 1994
Dreyfus Cash Management
Plus, Inc. $4,417,546 $11,722,426 $8,013,464 $4,989,028*

* Reflects a reduction in the management fee of $389,653 in fiscal 1994,
pursuant to an undertaking then in effect.

Eleven Month
Period Ended Fiscal Year Ended February 28/29,
January 31, 1997 1996 1995 1994
Dreyfus Treasury Prime
Cash Management $6,363,231 $6,907,593 $7,620,458 $8,802,507*

* Reflects a reduction in the management fee of $ 893,875 in fiscal 1994,
pursuant to an undertaking then in effect.

Six Month
Period Ended Fiscal Year Ended July 31,
January 31, 1997 1996 1995 1994
Dreyfus Treasury Cash
Management $2,984,786 $5,232,465 $3,914,096 $4,599,547*

Dreyfus New York
Municipal Cash
Management $150,092 $210,603 $217,769 $192,934*

* Reflects reductions in the management fees in fiscal 1994 of $204,581
with respect to Dreyfus Treasury Cash Management, and $192,934 with
respect to Dreyfus New York Municipal Cash Management, pursuant to
undertakings then in effect.

One Month
Period Ended Fiscal Year Ended December 31,
January 31, 1997 1996 1995 1994
Dreyfus Municipal Cash
Management Plus $32,580 $459,763 $461,349 $617,875

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

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

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

HOW TO BUY SHARES

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

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

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

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

The following information supplements and should be read in conjunction
with the section in each Prospectus for Administrative Shares, Investor
Shares or Participant Shares, respectively, entitled "Service Plan."

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

A quarterly report of the amounts expended under each Service Plan, and
the purposes for which such expenditures were incurred, must be made to the
respective Board for its review. In addition, each Service Plan provides
that it may not be amended to increase materially the costs which holders of
Administrative Shares, Investor Shares, or Participant Shares may bear
pursuant to the Service Plan without the approval of the holders of such
class of shares and that other material amendments of the Service Plan must
be approved by the Fund's Board, and by the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Fund and have no
direct or indirect financial interest in the operation of the Service Plan
or in any agreements entered into in connection with the Service Plan, by
vote cast in person at a meeting called for the purpose of considering such
amendments. Each Fund's Service Plan is subject to annual approval by such
vote of its Board members cast in person at a meeting called for the purpose
of voting on the Service Plan. Each Service Plan was last so approved by the
Board members of each Fund at a meeting held on May 21, 1997. Each Service
Plan may be terminated at any time as to a class of shares by vote of a
majority of the Board members who are not "interested persons" and have no
direct or indirect financial interest in the operation of the Service Plan
or in any agreements entered into in connection with the Service Plan or by
vote of the holders of a majority of such class of shares.

Set forth below are the total amounts paid by each Fund pursuant to its
Service Plan to (i) the Distributor as reimbursement for distributing
Administrative Shares, Investor Shares, and Participant Shares ("Distributor
Payments") and (ii) Dreyfus for advertising and marketing and for providing
services to holders of such classes of shares ("Dreyfus Payments"), for the
Fund's most recent fiscal year-end and, with respect to Dreyfus Cash
Management Plus, Dreyfus Treasury Cash Management, Dreyfus Treasury Prime
Cash Management, Dreyfus Municipal Cash Management Plus, and Dreyfus New
York Municipal Cash Management, for the stated period ended January 31,
1997, are as follows:
<TABLE>
Total Amount
Name of Fund Paid Pursuant
and Share Class Service Plan Distributor Payments Dreyfus Payments
- --------------- ------------- -------------------- ----------------

Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
January 31, 1997 January 31, 1997 January 31, 1997
---------------- ----------------- ---------------
<S> <C> <C> <C>
Dreyfus Cash
Management
Administrative Shares $ - $ - $ -
Investor Shares $1,278,206 $421,371 $856,835
Participant Shares $ - $ - $ -

Dreyfus Government
Cash Management
Administrative Shares $3,171 $ 3,171 $ -
Investor Shares $1,582,994 $906,882 $676,112
Participant Shares $18 $ 18 $ -

Dreyfus Tax Exempt
Cash Management
Administrative Shares $ - $ - $ -
Investor Shares $142,130 $127,402 $14,728
Participant Shares $ - $ - $ -

Four Month Fiscal Four Month Fiscal Four Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, September 30, January 31, September 30, January 31, September 30,
1997 1996 1997 1996 1997 1996
---- ----- --------- ---------- ------------ --------------
Dreyfus Cash
Management Plus, Inc.
Administrative Shares $518 N/A $ 497 N/A $ 21 N/A
Investor Shares $629,784 $1,234,656 $605,808 $1,197,260 $23,976 $37,396
Participant Shares $189 N/A $ 183 N/A $ 6 N/A

Eleven Eleven Eleven
Month Fiscal Month Fiscal Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, February 29, January 31, February 29, January 31, February 29,
1997 1996 1997 1996 1997 1996
---- ----- --------- ---------- ------------ --------------
Dreyfus Treasury Prime
Cash Management
Administrative Shares $ - N/A $ - N/A $ - N/A
Investor Shares $749,935 $537,771 $741,368 $534,909 $8,567 $2,862
Participant Shares $ - N/A $ - N/A $ - N/A

Six Month Fiscal Six Month Fiscal Six Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, July 31, January 31, July 31, January 31, July 31,
1997 1996 1997 1996 1997 1996
---- ----- --------- ---------- ------------ --------------
Dreyfus Treasury
Cash Management
Administrative Shares $ - N/A $ - N/A $ - N/A
Investor Shares $397,338 $354,981 $198,145 $211,182 $199,243 $143,799
Participant Shares $ - N/A $ - N/A $ - N/A

Six Month Fiscal Six Month Fiscal Six Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, July 31, January 31, July 31, January 31, July 31,
1997 1996 1997 1996 1997 1996
---- ----- --------- ---------- ------------ --------------
Dreyfus New York
Municipal Cash
Management
Administrative Shares $ - N/A $ - N/A $ - N/A
Investor Shares $17,645 $21,087 $17,645 $21,029 $ - $58
Participant Shares $ - N/A $ - N/A $ - N/A

One Month Fiscal One Month Fiscal One Month Fiscal
Period Year Period Year Period Period
Ended Ended Ended Ended Ended Ended
January 31, December 31, January 31, December 31, January 31, December 31,
1997 1996 1997 1996 1997 1996
---- ----- --------- ---------- ------------ --------------
Dreyfus Municipal
Cash Management Plus
Administrative Shares $ - $N/A $ - $0 $ - N/A
Investor Shares $9,822 $115,500 $9,822 $115,500 $ - $ -
Participant Shares $ - $N/A $ - $0 $ - N/A

</TABLE>

SHAREHOLDER SERVICES PLANS
(INSTITUTIONAL SHARES ONLY)

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

Each Fund, as to its Institutional Shares only, has adopted a separate
Shareholder Services Plan (the "Plan") pursuant to which the Fund has agreed
to reimburse Dreyfus Service Corporation for certain allocated expenses of
providing personal services and/or maintaining shareholder accounts. The
services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts.
A quarterly report of the amounts expended under each Plan and the
purposes for which such expenditures were incurred, must be made to the
respective Board for its review. In addition, each Plan provides that
material amendments of the Plan must be approved by the Fund's Board, and by
the Board members who are not "interested persons" (as defined in the 1940
Act) of the Fund or the Manager and have no direct or indirect financial
interest in the operation of the Plan, by vote cast in person at a meeting
called for the purpose of considering such amendments. Each Plan is subject
to annual approval by such vote of the Board members of such Fund cast in
person at a meeting called for the purpose of voting on the Plan. Each Plan
was last so approved by the Board members at a meeting held on May 22, 1996.
Each Plan is terminable at any time by vote of a majority of the Board
members who are not "interested persons" and have no direct or indirect
financial interest in the operation of the Plan.

The total amounts payable by each Fund pursuant to its Plan with
respect to Institutional Shares for its most recent fiscal year were borne
by the Manager pursuant to an agreement in effect. See "Management
Agreements."

HOW TO REDEEM SHARES

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

Redemption by Wire or Telephone. By using this procedure, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Redemption proceeds will be transferred by
Federal Reserve wire only to a bank that is a member of the Federal Reserve
System.

Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmission:

Transfer Agent's
Transmittal Code Answer Back Sign

144295 144295 TSSG PREP

Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at 1-800-654-
7171, toll free. Investors should advise the operator that the above
transmittal code must be used and should also inform the operator of the
Transfer Agent's answer back sign.

Redemption Commitment. Each Fund has committed to pay in cash all
redemption requests by any shareholder of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the value of the Fund's
net assets at the beginning of such period. Such commitment is irrevocable
without the prior approval of the Securities and Exchange Commission. In
the case of requests for redemption in excess of such amount, the Board
reserves the right to make payments in whole or in part in securities (which
may include non-marketable securities) or other assets of the Fund in case
of an emergency or any time a cash distribution would impair the liquidity
of the Fund to the detriment of the existing shareholders. In such event,
the securities would be valued in the same manner as the Fund's portfolio is
valued. If the recipient sold such securities, brokerage charges might be
incurred.
Suspension of Redemptions. The right of redemption may be suspended or
the date of payment postponed with respect to any Fund (a) during any period
when the New York Stock Exchange is closed (other than customary weekend and
holiday closings), (b) when trading in the markets the Fund ordinarily
utilizes is restricted, or when an emergency exists as determined by the
Securities and Exchange Commission so that disposal of the Fund's
investments or determination of its net asset value is not reasonably
practicable, or (c) for such other periods as the Securities and Exchange
Commission by order may permit to protect the Fund's investors.

DETERMINATION OF NET ASSET VALUE

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

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

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

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

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

SHAREHOLDER SERVICES

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

Fund Exchanges. Shares of one class of a Fund may be exchanged for
shares of the same class of another Fund or of Dreyfus Institutional Short
Term Treasury Fund (which offers Institutional Shares and Investor Shares
only). To request an exchange, exchange instructions must be given in
writing or by telephone. By using the Telephone Exchange Privilege, the
investor authorizes the Transfer Agent to act on exchange instructions from
any person representing himself or herself to be an authorized
representative of the investor and reasonably believed by the Transfer Agent
to be genuine. Telephone exchanges may be subject to limitations as to the
amount involved or the number of telephone exchanges permitted. Shares will
be exchanged at the net asset value next determined after receipt of an
exchange request in proper form. Shares in certificate form are not
eligible for telephone exchange.

An investor who wishes to redeem shares of one class of shares and
purchase shares of another class of shares of a fund identified above should
contact Dreyfus Institutional Services Division by calling one of the
telephone numbers listed on the cover page of this Statement of Additional
Information, and should obtain a prospectus for the relevant share class
which the investor wishes to purchase.

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

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

PORTFOLIO TRANSACTIONS

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

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

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

YIELD INFORMATION

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

For the seven-day period ended January 31, 1997, the yield and
effective yield for Institutional Shares, Administrative Shares, Investor
Shares, and Participant Shares of each Fund were as follows:

Name of Fund and Share Class Yield
Effective Yield

Dreyfus Cash Management
Institutional Shares 5.30% 5.44%
Administrative Shares 5.20% 5.34%
Investor Shares 5.04% 5.17%
Participant Shares 4.90% 5.04%

Dreyfus Cash Management Plus, Inc.
Institutional Shares 5.34% 5.48%
Administrative Shares 5.24% 5.38%
Investor Shares 5.09% 5.22%
Participant Shares 4.94% 5.08%

Dreyfus Government Cash Management
Institutional Shares 5.29% 5.43%
Administrative Shares 5.19% 5.33%
Investor Shares 5.03% 5.16%
Participant Shares 4.89% 5.03%

Dreyfus Treasury Cash Management
Institutional Shares 5.13% 5.26%
Administrative Shares 5.03% 5.16%
Investor Shares 4.89% 5.01%
Participant Shares 4.73% 4.86%

Dreyfus Treasury Prime Cash Management
Institutional Shares 5.05% 5.18%
Administrative Shares 4.95% 5.08%
Investor Shares 4.81% 4.93%
Participant Shares 4.65% 4.78%

Dreyfus Municipal Cash Management Plus
Institutional Shares 3.43% 3.49%
Administrative Shares 3.33% 3.38%
Investor Shares 3.18% 3.23%
Participant Shares 3.03% 3.08%

Dreyfus Tax Exempt Cash Management
Institutional Shares 3.36% 3.42%
Administrative Shares 3.26% 3.31%
Investor Shares 3.11% 3.16%
Participant Shares 2.96% 3.00%

Dreyfus New York Municipal Cash Management
Institutional Shares 3.36% 3.42%
Administrative Shares 3.26% 3.31%
Investor Shares 3.11% 3.16%
Participant Shares 2.96% 3.00%

Yield is computed in accordance with a standardized method which
involves determining the net change in the value of a hypothetical pre-
existing Fund account having a balance of one share at the beginning of a
seven calendar day period for which yield is to be quoted, dividing the net
change by the value of the account at the beginning of the period to obtain
the base period return, and annualizing the results (i.e., multiplying the
base period return by 365/7). The net change in the value of the account
reflects the value of additional shares purchased with dividends declared on
the original share and any such additional shares and fees that may be
charged to shareholder accounts, in proportion to the length of the base
period and the Fund's average account size, but does not include realized
gains and losses or unrealized appreciation and depreciation. Effective
yield is computed by adding 1 to the base period return (calculated as
described above), raising that sum to a power equal to 365 divided by 7, and
subtracting 1 from the result. Both yield figures take into account any
applicable distribution and service fees. As a result, at any given time,
the performance of Administrative Shares, Investor Shares and Participant
Shares should be expected to be lower than that of Institutional Shares, the
performance of Investor Shares and Participant Shares should be expected to
be lower than that of Administrative Shares and the performance of
Participant Shares should be expected to be lower than that of Investor
Shares.
As to the Tax Exempt Funds, tax equivalent yield is computed by
dividing that portion of the yield or effective yield (calculated as
described above) which is tax exempt by 1 minus a stated tax rate and adding
the quotient to that portion, if any, of the yield of the Fund that is not
tax exempt. Based upon a 1997 Federal income tax rate of 39.60%, the tax
equivalent yield for the 7-day period ended January 31, 1997 for
Institutional Shares, Administrative Shares, Investor Shares and Participant
Shares of Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt Cash
Management was as follows:

Fund Tax Equivalent Yield

Dreyfus Municipal Cash Management Plus
Institutional Shares 5.68%
Administrative Shares 5.51%
Investor Shares 5.26%
Participant Shares 5.02%

Dreyfus Tax Exempt Cash Management
Institutional Shares 5.56%
Administrative Shares 5.40%
Investor Shares 5.15%
Participant Shares 4.90%

Based upon a combined 1997 Federal, New York State, and New York City
personal income tax rate of 46.60%, the tax equivalent yield for the seven-
day period ended January 31, 1997 for Dreyfus New York Municipal Cash
Management was as follows:

Dreyfus New York Municipal Cash Management
Institutional Shares 6.23%
Administrative Shares 6.05%
Investor Shares 5.77%
Participant Shares 5.49%

The tax equivalent yields noted above for Dreyfus Municipal Cash
Management Plus and Dreyfus Tax Exempt Cash Management represent the
application of the highest Federal marginal personal income tax rate
currently in effect. The taxes equivalent figures, however, do not include
the potential effect of any state or local (including, but not limited to,
county, district or city) taxes, including applicable surcharges. The tax
equivalent yields noted above for Dreyfus Municipal Cash Management Plus
represent the application of the highest Federal, New York State, and New
York City marginal personal income tax rates presently in effect. For
Federal income tax purposes, a 39.6% rate has been used, and for New York
State and New York City personal income tax purposes, the rates of 7.875%
and 4.46%, respectively, have been used. In addition, there may be pending
legislation which could affect such stated tax rates or yields. Each
investor should consult its tax adviser, and consider its own factual
circumstances and applicable tax laws, in order to ascertain the relevant
tax equivalent yield.

From time to time, each Tax Exempt Fund may use hypothetical tax
equivalent yields or charts in its advertising. These hypothetical yields
or charts will be used for illustrative purposes only and not as
representative of the Fund's past or future performance.

Yields will fluctuate and are not necessarily representative of future
results. The investor should remember that yield is a function of the type
and quality of the instruments in the portfolio, portfolio maturity and
operating expenses. An investor's principal in the Fund is not guaranteed.
See "Determination of Net Asset Value" for a discussion of the manner in
which a Fund's price per share is determined.

From time to time, advertising materials for a Fund may refer to or
discuss then-current or past economic conditions, developments and/or
events, or actual or proposed tax legislation. From time to time,
advertising materials for a Fund may also refer to statistical or other
information concerning trends relating to investment companies, as compiled
by industry associations such as the Investment Company Institute. From
time to time, advertising materials for a Fund also may discuss the
availability and benefits of offering the Funds as investment vehicles for
commercial sweep accounts, and may discuss statistics, data, and industry
trends in this regard.

INFORMATION ABOUT THE FUNDS

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

Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and nonassessable.
Fund shares have no preemptive, subscription or conversion rights and are
freely transferable.

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

In early 1974, the Manager commenced offering the first money market
fund to be widely offered on a retail basis, Dreyfus Liquid Assets, Inc.
Money market mutual funds have subsequently grown into nearly a trillion
dollar industry.

Each Fund is a member of the Dreyfus Family of Cash Management Funds,
which are designed to meet the needs of an array of institutional investors.
As of August 15, 1997, the total net assets of all of the funds composing
the Dreyfus Family of Cash Management Funds amounted to approximately $26
billion.

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

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

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

Neither Dreyfus Transfer, Inc. nor The Bank of New York have any part
in determining the investment policies of a Fund or which portfolio
securities are to be purchased or sold by a Fund.

Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York 10038-4982, as
counsel for each Fund, has rendered its opinion as to certain legal matters
regarding the due authorization and valid issuance of the shares being sold
pursuant to each Fund Prospectus.

Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of each Fund.
APPENDIX A
(DREYFUS CASH MANAGEMENT
AND
DREYFUS CASH MANAGEMENT PLUS, INC.)

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

Commercial Paper Ratings and Short-Term Ratings

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

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

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

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

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

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

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

Bond Ratings and Long-Term Ratings

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

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

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

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

Obligations rated AAA by IBCA have the lowest expectation of investment
risk. Capacity for timely repayment of principal and interest is
substantial, such that adverse changes in business, economic or financial
conditions are unlikely to increase investment risk significantly.

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

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

S&P

Municipal Bond Ratings

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

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

AAA

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

Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.
The AA rating may be modified by the addition of a plus or a minus sign,
which is used to show relative standing within the category.

Municipal Note Ratings

SP-1

The issuers of these municipal notes exhibit very strong or strong
capacity to pay principal and interest. Those issues determined to possess
overwhelming safety characteristics are given a plus (+) designation.

Commercial Paper Ratings

The rating A is the highest rating and is assigned by S&P to issues
that are regarded as having the greatest capacity for timely payment. Issues
in this category are delineated with the numbers 1, 2 and 3 to indicate the
relative degree of safety. Paper rated A-1 indicates that the degree of
safety regarding timely payment is either overwhelming or very strong.
Those issues determined to possess overwhelming safety characteristics are
denoted with a plus sign (+) designation.

Moody's

Municipal Bond Ratings

Aaa

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

Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally are
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities. Generally, Moody's provides either a generic
rating or a rating with a numerical modifier of 1 for bonds in each of the
generic rating categories Aa, A, Baa, Ba and B. Moody's also provides
numerical modifiers of 2 and 3 in each of these categories for bond issues
in health care, higher education and other not-for-profit sectors; the
modifier 1 indicates that the issue ranks in the higher end of its generic
rating category; the modifier 2 indicates that the issue is in the mid-range
of the generic category; and the modifier 3 indicates that the issue is in
the low end of the generic category.

Municipal Note Ratings

Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG). Such ratings recognize
the difference between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower and short-term cyclical elements are
critical in short-term ratings, while other factors of major importance in
bond risk, long-term secular trends for example, may be less important over
the short run.

A short-term rating may also be assigned on an issue having a demand
feature. Such ratings will be designated as VMIG or, if the demand feature
is not rated, as NR. Short-term ratings on issues with demand features are
differentiated by the use of the VMIG symbol to reflect such characteristics
as payment upon periodic demand rather than fixed maturity dates and payment
relying on external liquidity. Additionally, investors should be alert to
the fact that the source of payment may be limited to the external liquidity
with no or limited legal recourse to the issuer in the event the demand is
not met.

Moody's short-term ratings are designated Moody's Investment Grade as
MIG 1 or VMIG 1 through MIG 4 or VMIG 4. As the name implies, when Moody's
assigns a MIG or VMIG rating, all categories define an investment grade
situation.

MIG 1/VMIG 1

This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2

This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.

Commercial Paper Ratings

Fitch

Municipal Bond Ratings

The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt. The ratings
take into consideration special features of the issue, its relationship to
other obligations of the issuer, the current financial condition and
operative performance of the issuer and of any guarantor, as well as the
political and economic environment that might affect the issuer's future
financial strength and credit quality.

AAA

Bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.

Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because bonds
rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is
generally rated F-1+. Plus (+) and minus (-) signs are used with the rating
symbol AA to indicate the relative position of a credit within the rating
category.

Short-Term Ratings

Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal
and investment notes.

Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond ratings on
the existence of liquidity necessary to meet the issuer's obligations in a
timely manner.

F-1+

Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1

Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-
1+.

F-2

Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is not as
great as the F-1+ and F-1 categories.
APPENDIX C
(DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT)

RISK FACTORS--INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS

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

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

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

After adjustments for comparability between fiscal years, the adopted
1996-97 budget projects a year-over-year increase in General Fund
disbursements of 0.2%. Adjusted State Funds (excluding Federal grants)
disbursements are projected to increase by 1.6% from the prior fiscal year.
All Governmental Funds projected disbursements increase by 4.1% over the
prior fiscal year, after adjustments for comparability.
The 1996-97 State Financial Plan is projected to be balanced on a cash
basis. As compared to the Governor's proposed budget as revised on March
20, 1996, the State's adopted budget for 1996-97 increases General Fund
spending by $842 million, primarily from increases for education, special
education and higher education ($563 million). The balance represents
funding increases to a variety of other programs, including community
projects and increased assistance to fiscally distressed cities. Resources
used to fund these additional expenditures include $540 million in increased
revenues projected for 1996-97 based on higher-than-projected tax
collections during the first half of calendar 1996, $110 million in
projected receipts from a new State tax amnesty program, and other resources
including certain non-recurring resources. The total amount of non-
recurring resources included in the 1996-97 State budget is projected to be
$1.3 billion, or 3.9% of total General Fund receipts.

The State revised the cash-basis 1996-97 State Financial Plan on
January 14, 1997, in conjunction with the release of the Executive Budget
for the 1997-98 fiscal year. The 1996-97 General Fund Financial Plan
continues to be balanced. The Division of the Budget projects that, prior
to taking the actions described below, the General Fund Financial Plan would
have shown an operating surplus of approximately $1.3 billion. These
actions include implementing reduced personal income tax withholding to
reflect the impact of tax reduction actions which took effect on January 1,
1997. The Financial Plan assumes the use of $250 million for this purpose.
In addition, $943 million is projected to be used to pay tax refunds during
the 1996-97 fiscal year or reserved to pay refunds during the 1997-98 fiscal
year, which produces a benefit for the 1997-98 Financial Plan. Finally, $65
million is projected to be deposited into the Tax Stabilization Reserve Fund
("TSRF") (in addition to the required deposit of $15 million), increasing
the cash balance in that fund to $317 million by the end of 1996-97.

The projected surplus results primarily from growth in the underlying
forecast for projected receipts. As compared to the enacted budget,
revenues are expected to increase by more than $1 billion, while
disbursements are expected to fall by $228 million. These changes from
original Financial Plan projections reflect actual results through December
1996 as well as modified economic and social services caseload projections
for the balance of the fiscal year. The General Funds closing balance is
expected to be $358 million at the end of 1996-97.

The 1997-98 Financial Plan projects balance on a cash basis in the
General Fund. It reflects a continuing strategy of substantially reduced
State spending, including program restructurings, reductions in social
welfare spending, and efficiency and productivity initiatives. Total
General Fund receipts and transfers from other funds are projected to be
$32.88 billion, a decrease of $88 million from total receipts projected in
the current fiscal year. Total General Fund disbursements and transfers to
other funds are projected to be
$32.84 billion, a decrease of $56 million from spending totals projected for
the current fiscal year.

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

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

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

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

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

GAAP-Basis Projected Results--1996-97 Fiscal Year. For the 1996-97 fiscal
year, the General Fund GAAP Financial Plan is projected to show total
revenues of $33.04 billion, total expenditures of $32.92 billion, and net
other financing sources and uses of $771 million. The surplus of $886
million primarily reflects an increase in projected revenues.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

During the 1990 and 1991 fiscal years, as a result of a slowing
economy, the City has experienced significant shortfalls in almost all of
its major tax sources and increases in social services costs, and was
required to take actions to close substantial budget gaps in order to
maintain balanced budgets in accordance with the Financial Plan.

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

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

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

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

Set forth below, as to each share class of each Fund, as applicable,
are those shareholders of record known by each Fund to own 5% or more of a
class of shares of the Fund.

Dreyfus Cash Management

Institutional Shares: (1) Host Marriott Corporation, 10400 Fernwood
Road, Dept. 902, Bethesda, MD 20817-1109 (7.78%); (2) Laba & Company,
c/o La Salle National Bank, PO Box 1443, Chicago, IL 60690-1443
(5.94%); and (3) Norwest Bank Minnesota NA, (AMS) Attn: CASH Sweep
Processing, 733 Marquette Ave., 4th Floor, Minneapolis, MN 55479-0052
(5.68%).

Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-
1803 (100%).

Investor Shares: (1) Mellon Bank, N.A., AIS PT In-Process Account,
Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259 (24.05%);
(2) Dreyfus Trust Company TTEE, FDC Incentive Savings Plan, First Data
Corp., One Cabot Road, #028-0031, Medford, MA 02155-5141 (19.82%); (3)
Mellon Bank, N.A., AIS PL In-Process Account, Three Mellon Bank Center,
Room 153-2502, Pittsburgh, PA 15259 (16.28%); (4) Homfed Trust Company,
Attn: Trust Operations, 625 Broadway, Suite 906, San Diego, CA 92101-
5416 (11.22%); and (5) Mellon Bank, N.A., Capital Markets Customers,
One Mellon Bank Center, Room 151-0440, Pittsburgh, PA 15258-0440
(6.80%).

Participant Shares: (1) Robert A. Kaplan & Frimette Kaplan, JTWROS, 390
First Avenue, New York, NY 10010-4933 (85.11%); and (2) Nicole A.
Kaplan & Frimette Kaplan, JTWROS, 390 First Avenue, ew York, NY 10010-
4933 (14.20%).

Dreyfus Cash Management Plus, Inc.

Institutional Shares: (1) BZW Barclays Global Investors NA, Attn: Cash
Desk, 45 Fremont Street, San Francisco, CA 94105-2204 (6.09%); and (2)
Mellon Bank, N.A., Capital Markets Customers, One Mellon Bank Center,
Pittsburgh, PA 15258-0001 (7.23%).

Administrative Shares: (1) Capital Network Services, 1 Bush Street,
Floor 11, San Francisco, CA 94104-4425 (98.58%).

Investor Shares: (1) Barnett Bank of Jacksonville NA, Attn: Investment
Operations 572-1215, PO Box 45147, Jacksonville, FL 32232-5147
(34.33%); and (2) Capital Network Services, 1 Bush Street, Floor 11,
San Francisco, CA 94104-4425 (27.35%).
Participant Shares: (1) California United Bank, FBO Stuart Cohen, 1900
Avenue of the Stars, Suite 18, Los Angeles, CA 90067-4309 (Account #1)
(29.33%); (2) California United Bank, Investment Services Division,
16030 Ventura Boulevard, Suite 650, Encino, CA 91436-2789 (Account #2)
(27.07%); (3) Elliot Design, Inc., PSP 18201 South Sante Fe Avenue,
Rancho Domingo, CA 90221 (21.53%); and (4) California United Bank FBO,
John A & Christine Helliwell, c/o Glass & Roen, 16030 Ventura
Boulevard, Suite 650, Encino, CA 91436-2789 (Account #3) (10.60%).

Dreyfus Government Cash Management

Institutional Shares: (1) Lark & Company, Account #2, Attn: Trust
Operations, PO Box 1471, Little Rock, AR 72203-1471 (6.89%); and (2)
First Interstate Bank of Texas, Attn: Investment Operations Dept., PO
Box 3326, Houston, TX 77253-3326 (6.69%).

Administrative Shares: (1) American Red Cross Lead Gen Fund, 8111
Gatehouse Road, Falls Church, VA 22042-1203 (57.17%); (2) Capital
Network Service, 1 Bush Street, Floor 11, San Francisco, CA 94104-4425
(34.06%); and (3) American Red Cross Benefit Account, 8111 Gatehouse
Road, Falls Church, VA 22042-1203 (5.34%).

Investor Shares: (1) Mellon Bank, N.A., AIS PL In-Process Account,
Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259 (19.59%);
(2) Mellon Bank, N.A., AIS PT In-Process Account, Three Mellon Bank
Center, Room 153-2502, Pittsburgh, PA 15259 (16.26%); (3) Capital
Network Service, Sub #H98-1111008, 1 Bush Street, Floor 11, San
Francisco, CA 94104-4425 (8.06%); (4) Zweig Dimenna Partners LP, 900
Third Avenue, New York, NY 10022-4728 (7.46%); and (5) For Exclusive
Benefit of Customers of FBS Investment Services Inc., 100 South Fifth
Street, Suite 1300, Minneapolis, MN 55402-1210 (5.65%).

Participant Shares: (1) Robert A. Kaplan & Frimette Kaplan, JTWROS, 390
First Avenue, New York, NY 10010-4933 (85.12%); and (2) Nichole A.
Kaplan & Frimette Kaplan, JTWROS, 390 First Avenue, New York, NY 10010-
4933 (14.20%).

Dreyfus Treasury Cash Management

Institutional Shares: (1) Chase Manhattan Bank NA, GSS as Agent, Attn:
Bond Collections Dept., 13th Floor, 770 Broadway, New York, NY 10003-
9522 (7.52%); and (2) Laba & Company, c/o LaSalle National Bank, P.O.
box 1443 Chicago, IL 60690-1443 (5.99%).

Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-
1803 (100%).

Investor Shares: (1) Mellon Bank, N.A., AIS PT In-Process Account,
Invest PRDTS, Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA
15259 (44.28%); (2) Harris Trust & Savings Bank, Attn: CIF Unit 200/12,
200 West Monroe Street, Chicago, IL 60606-5015 (23.45%); and (3) First
Security Bank of Utah, Attn: Money Market Desk, 5416 West Amelia
Earhart Drive, PO Box 25297, Salt Lake City, UT 84125-0297 (7.32%).

Participant Shares: (1) Premier Mutual Fund Services, Inc., c/o Funds
Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%).

Dreyfus Treasury Prime Cash Management

Institutional Shares: (1) Allen & Co., Inc., 711 Fifth Ave., 8th Floor,
New York, NY 10022-3109 (7.10%).

Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-
1803 (100%).

Investor Shares: (1) Saturn & Co, c/o Investors Bank & Trust Inc.,
Collections Securities Operations, 89 South Street, Floor Six, Boston,
MA 02111-2679 (13.84%); (2) Republic Bank California NA, Investment
Dept., 445 North Bedford Drive Floor Two, Beverly Hills, CA 90210-4302
(6.02%); (3) Kinco & Co, c/o Republic National Bank of NY, One Hanson
Place, Brooklyn, NY 11243-2900 (10.42%); (4) Registrar and Transfer CO?
LA Account, 10 Commerce Drive, Cranford, NJ 07016-3506 (10.25%); (5)
VAR & Company, First Trust National Association, ITG Funds Control SPFT
0404, 180 Fifth Street East, Saint Paul, MN 55101-1631 (9.92%); (6)
Harris Trust & Savings Bank, Attn: CIF Unit 200/12, 200 West Monroe
Street, Chicago, IL 60606-5015 (7.75%); and (7) Capital Network
Service, Sub #H98-1111008, One Bush Street, Floor 11, San Francisco, CA
94104-4425 (6.12%).

Participant Shares: (1) California United Bank, Investment Services
Division, 16030 Ventura Boulevard, Suite 650, Encino, CA 91436-2789
(99.99%).

Dreyfus Municipal Cash Management Plus

Institutional Shares: (1) American National Bank & Trust, 740 Cherry
Street, Chattanooga, TN 37402-1909 (13.84%); (2) Chemical Bank Corp.
Trust, 450 West 33rd Street, Floor 15, New York 10001-2603 (6.02%); (3)
Comerica Bank, Attn: Mutual Fund Operations, PO Box 650282, Dallas, TX
75265-0282 (14.78%); (4) NBD Bank NA, 1 Indiana Square Suite 914,
Indianapolis, IN 46266 (11.52%); (5) Crestar Bank, 11 South 10th
Street, Richmond, VA 23219-4001 (5.98%); (6) Comerica Bank, Attn: Fixed
Income, 100 Renaissance Center, Suite Nine, Detroit, MI 48243-1006
(8.62%); and (7) Banc One Capital Corporation, 1717 Main Street,
Dallas, TX 75201-4605 (5.52%).

Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-
1803 (100%).

Investor Shares: (1) Capital Network Service, One Bush Street, San
Francisco, CA 94104-4425 (40.46%); (2) For Exclusive Benefit of
Customers of FBS Investment Services Inc., 100 South Fifth Street,
Suite 1300, Minneapolis, MN 55402-1210 (25.08%); (3) Crestar Bank, 11
South 10th Street, Richmond, VA 23219-4001 (11.37%); (4) DYKE
Industries, 309 Center Street, Little Rock, AR 72201-2603 (6.84%); and
(5) Barnett Bank of Jacksonville, N.A., Attn: Investment Operations,
572-1215, P.O. Box 45147, Jacksonville, Fl 32232-5147 (5.68%).

Participant Shares: (1) Premier Mutual Fund Services, Inc., c/o Funds
Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%)

Dreyfus Tax Exempt Cash Management

Institutional Shares: (1) Bank One Texas, Attn: Mutual Funds
Processing, Lower Level 2, 1717 Main Street, Dallas, TX 75201-4605
(10.13%); (2) Norwest Bank Minnesota NA, (AMS) Attn: Cash Sweep
Processing, 733 Marquette Ave. Floor 4, Minneapolis MN55479 (6.79%);
(3) Central Fidelity Bank, Attn: Trust Securities Operations, Variable
Note Desk, 1021 East Cary Street, Richmond, VA 23219-4000 (5.76%); and
(4) Trussal & Co., c/o National Bank of Detroit, P.O. Box 1770,
Detroit, MI 48232 (5.03%).

Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-
1803 (100%).

Investor Shares: (1) Mellon Bank, N.A., AIS DL In Process Account,
Three Mellon Bank Center, Pittsburg, PA 15259 (24.01%); (2) Bost &
Company, 3 Mellon Bank Center, Pittsburgh, PA 15259 (18.14%); (3)
Saturn & Company, c/o Investors Bank & Trust Inc., Collections
Securities Operations, 89 South Street Floor 6, Boston, MA 02111-2679
(13.10%); (4) Southwest Bank of Texas NA, 4295 San Felipe Street,
Houston, TX 77027-2915 (9.69%); (5) Southwest Bleachers Company, P.O.,
Box 1, Graham, TX 76450-0001 (7.16%); and (6) Cudd & Company, Chase
Manhattan Bank, PTIS Attn: Robert Gray, 1211 Avenue of the Americas,
Floor 35, New York, NY 10036-8701 (6.00%).

Participant Shares: (1) Premier Mutual Fund Services, Inc., c/o Funds
Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%).

Dreyfus New York Municipal Cash Management

Institutional Shares: (1) Hare & Company, c/o The Bank of New York,
Attn: Special Process Dept., One Wall Street, Floor 5, New York, NY
10286-0001 (11.24%); and (2) Hare & Company, c/o The Bank of New York,
Attn: Short Term Investment Fund, One Wall Street, Floor 5, New York,
NY 10286 (5.54%).

Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-
1803 (100%).

Investor Shares: (1) Ronald M. Weiss & Helene A. Weiss, JTTEN, 950 Park
Avenue, New York, NY 10028-0320 (25.86%); (2) Royal Farms Inc., 2101
Avenue X, Brooklyn, NY 11235-2910 (23.91%); (3) Midtown Electric Supply
Corp., 157 West 18th Street, New York, NY 10011-4101 (18.13%); (4) CDE
Air Conditioning Co., 321 39th Street, Brooklyn, NY 11232-2903
(17.55%); and (4) Cowen & Company, Financial Square, New York, NY 10005-
3597 (10.49%)

Participant Shares: (1) Carolyn Lundgren, 9 Robin Hill Road, Scarsdale,
NY 10583-2607 (57.50%); (2) Milton Sokol & Company, Inc., 92 Warren
Street, New York, NY 10007-1004 (29.18%); and (3) William Gould & Ruth
Gould JT Ten, 528 East 4th Street, Brooklyn, NY 11218-4508 (10.85%).

FINANCIAL STATEMENTS and REPORTS OF INDEPENDENT AUDITORS

The financial statements and reports of independent auditors with
respect to the Funds, which are listed below, are incorporated by reference
into this Statement of Additional Information dated April 1, 1997. When
requesting a copy of this Statement of Additional Information, you will
receive the annual report(s) for the Fund(s) in which you are a shareholder.

Name of Fund Annual Report(s)

Dreyfus Cash Management January 31, 1997

Dreyfus Cash Management Plus, Inc. January 31, 1997
September 30, 1996

Dreyfus Government Cash Management January 31, 1997

Dreyfus Treasury Cash Management January 31, 1997
July 31, 1996

Dreyfus Treasury Prime Cash Management January 31, 1997
February 29, 1996

Dreyfus Municipal Cash Management Plus January 31, 1997
December 31, 1996

Dreyfus Tax Exempt Cash Management January 31, 1997

Dreyfus New York Municipal Cash Management January 31, 1997
July 31, 1996
_______________________________
Included in the Not Rated category are securities comprising 3.3%, 1.1% and
4.7% of the market value of Dreyfus Municipal Cash Management Plus, Dreyfus Tax
Exempt Cash Management, and Dreyfus New York Municipal Cash Management,
respectively, which, while not rated, have been determined by the Manager to be
comparable quality to securities in the VMIG 1/MIG 1 or SP-1+/SP-1 rating
categories.
(*) The fiscal year end for each of Dreyfus Cash Management Plus,
Dreyfus Treasury Cash Management, Dreyfus New York Municipal Cash
Management, Dreyfus Treasury Prime Cash Management, and Dreyfus
Municipal Cash Management Plus has been changed to January 31.