TREASURERS FUND INC /MD/
497, 2000-03-10
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                          Gabelli Cash Management Class
                           The Treasurer's Fund, Inc.
                      U.S. Treasury Money Market Portfolio
                      Domestic Prime Money Market Portfolio
                        Tax Exempt Money Market Portfolio

                                   PROSPECTUS
                                  March 1, 2000


=============================================================================
The  Securities  and Exchange  Commission  has not approved or  disapproved  the
shares  described in this  prospectus or determined  whether this  prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
=============================================================================

                          Gabelli Cash Management Class
                           The Treasurer's Fund, Inc.
                      U.S. Treasury Money Market Portfolio
                      Domestic Prime Money Market Portfolio
                        Tax Exempt Money Market Portfolio
                              One Corporate Center
                            Rye, New York 10580-1434
                         1-800-GABELLI [1-800-422-3554]
                               fax: 1-914-921-5118
                             http://www.gabelli.com
                            e-mail: [email protected]
                  (Current yield information may be obtained by
                     calling 1-800-GABELLI after 6:00 P.M.)


                                Table of Contents

                                Introduction      2
                                Investment and Performance Summary  2-6
                                Additional Investment and
                                  Risk Information                 7-8
                                Management of the Portfolios        8-9
                                Purchase of Shares           9
                                Redemption of Shares         11
                                Exchange of Shares           12
                                Pricing of Portfolio Shares  13
                                Dividends and Distributions  14
                                Tax Information              14
                                Financial Highlights                14


                                   Questions?
                               Call 1-800-GABELLI
                          or your financial consultant.


                                                   INTRODUCTION

The  Treasurer's  Fund,  Inc. (the "Fund") is a mutual fund designed to meet the
distinctive cash management  objectives of treasurers and financial  officers of
corporations and other  institutions and individuals.  The Fund currently offers
five  separate  investment  portfolios,  three of which  are  described  by this
Prospectus. This Prospectus relates only to the Gabelli Cash Management Class of
the  following  portfolios  of the Fund (each a  "Portfolio",  collectively  the
"Portfolios").

      U. S. Treasury Money Market Portfolio ("U.S. Treasury Portfolio")

      Domestic Prime Money Market Portfolio ("Domestic Prime Portfolio")

      Tax Exempt Money Market Portfolio ("Tax Exempt Portfolio")

The  Portfolios  are "money market  funds" which invest  primarily in short-term
investments.  The  Portfolios  are  advised  by  Gabelli  Fixed  Income LLC (the
"Advisor").  Each  Portfolio's  investment  objective is fundamental  and may be
changed  only with the approval of a majority of the  outstanding  shares of the
Portfolios.  Each  Portfolio  has  another  class of shares  which is offered in
another prospectus through  participating  organizations  ("Money Market Class")
and will have differing expense arrangements.


                                        INVESTMENT AND PERFORMANCE SUMMARY

                                       U.S. TREASURY MONEY MARKET PORTFOLIO

Investment Objective:

The  Portfolio's  investment  objectives  are to maximize  current income and to
maintain liquidity and a stable net asset value of $1.00 per share.

Principal Investment Strategies:

The Portfolio invests primarily in short-term U.S. Treasury  obligations,  which
have effective maturities of 397 days or less and in repurchase  agreements that
are collateralized by U.S. Treasury obligations.

Principal Risks:

The  Portfolio is subject to the risk of loss of state tax  exemption if minimum
levels of U.S. Treasury obligations are not maintained. Other factors may affect
the market  price and yield of the  Portfolio's  securities  including  investor
demand and domestic and worldwide economic  conditions which may result in lower
interest  rates and lower yields.  An investment in the Portfolio is not insured
or guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or any other
government  agency.  Although the Portfolio  seeks to preserve the value of your
investment at $1.00 per share,  it is possible to lose money by investing in the
Portfolio.
There is no guarantee that the Portfolio can achieve its investment objectives.

You May Want to Invest in the Portfolio if:

          you are seeking preservation of capital
          you have a low risk tolerance
          you are willing to accept lower potential returns in exchange for a
          higher degree of safety
          you are investing short-term reserves

You May Not Want to Invest in the Portfolio if:

          you are aggressive in your investment approach or you desire a
          relatively high rate of return




                                       DOMESTIC PRIME MONEY MARKET PORTFOLIO

Investment Objective:

The  Portfolio's  investment  objectives  are to maximize  current income and to
maintain liquidity and a stable net asset value of $1.00 per share.

Principal Investment Strategies:

The Portfolio invests  exclusively in short-term,  prime quality,  domestic debt
obligations, which have effective maturities of 397 days or less.

Principal Risks:

The  Portfolio  is  subject  to the  risk  that  the  value  of any  fixed  rate
investments will generally  decline when interest rates increase.  Other factors
may affect the market price and yield of the Portfolio's  securities,  including
investor demand and domestic and worldwide economic  conditions which may result
in lower interest rates and lower yields.  An investment in the Portfolio is not
insured or guaranteed by the FDIC or any other government  agency.  Although the
Portfolio  seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the  Portfolio.  There is no guarantee
that the Portfolio can achieve its investment objectives.

You May Want to Invest in the Portfolio if:

          you are seeking preservation of capital
          you have a low risk tolerance
          you are willing to accept lower potential returns in exchange for a
          higher degree of safety
          you are investing short-term reserves

You May Not Want to Invest in the Portfolio if:

          you are aggressive in your investment approach or you desire a
          relatively high rate of return


                                         TAX EXEMPT MONEY MARKET PORTFOLIO

Investment Objective:

The  Portfolio's  investment  objectives are to maximize  current income that is
exempt from federal income tax and to maintain  liquidity and a stable net asset
value of $1.00 per share.

Principal Investment Strategies:

The Portfolio invests  primarily in short-term  municipal debt obligations which
are exempt from federal income tax and have effective  maturities of 397 days or
less.

Principal Risks:

The Portfolio is subject to the risk that interest on certain  securities may be
subject to state and local taxes.  The Portfolio will not be exempt from federal
income tax with respect to taxable  obligations and municipal  obligations  that
the  Internal  Revenue  Service  ("IRS")  has  successfully   asserted  are  not
tax-exempt  obligations.  Other factors may affect the market price and yield of
the Portfolio's  securities including investor demand and domestic and worldwide
economic  conditions  which may result in lower interest rates and lower yields.
An  investment  in the Portfolio is not insured or guaranteed by the FDIC or any
other government  agency.  Although the Portfolio seeks to preserve the value of
your investment at $1.00 per share, it is possible to lose money by investing in
the  Portfolio.  There  is no  guarantee  that the  Portfolio  can  achieve  its
investment objectives.



You May Want to Invest in the Portfolio if:

          you are seeking preservation of capital
          you have a low risk tolerance
          you are willing to accept  lower  potential  returns in exchange for a
         higher  degree of safety  and/or  income  that is exempt  from  federal
         income tax
          you are investing short-term reserves

You May Not Want to Invest in the Portfolio if:

          you are aggressive in your investment approach or you desire a
          relatively high rate of return

Performance:

The bar charts and tables  shown  below  provide an  indication  of the risks of
investing in the Portfolios by showing changes in each  Portfolio's  performance
from year to year and average  annual  returns for one, five and ten years (life
of the fund for the U.S. Treasury  Portfolio).  Performance  figures reflect the
historical  performance  of each  Portfolio's  Money Market  Class  shares* from
December  31, 1990 for the  Domestic  Prime and Tax Exempt  Portfolios  and from
December 31, 1991 for the U.S. Treasury Portfolio. For current yield information
on the Portfolios,  call  1-800-422-3554.  The Portfolios'  yields appear in the
Wall Street Journal each Thursday.  As with all mutual funds,  past  performance
does not indicate how the Portfolios will perform in the future.

BAR CHART (GRAPHIC OMITTED)
EDGAR PRESENTATION OF DATA POINTS
USED IN PRINTED GRAPHIC

     U.S. TREASURY PORTFOLIO - U.S. Treasury Money Market Class Shares*
         Year-by-Year Total Returns As of 12/31

                As of 12/31               Total Return
                -----------               ------------
                    1991                      5.64%
                    1992                      3.31%
                    1993                      2.60%
                    1994                      3.66%
                    1995                      5.35%
                    1996                      4.78%
                    1997                      4.96%
                    1998                      4.93%
                    1999                      4.41%

Best Quarter:     1st      1991     1.57%
Worst Quarter     2nd      1993     0.62%


BAR CHART (GRAPHIC OMITTED)
EDGAR PRESENTATION OF DATA POINTS
USED IN PRINTED GRAPHIC

     DOMESTIC PRIME PORTFOLIO - Domestic Prime Money Market Shares*

                As of 12/31               Total Return
                -----------               ------------
                    1990                      8.16%
                    1991                      5.90%
                    1992                      3.50%
                    1993                      2.89%
                    1994                      3.88%
                    1995                      5.59%
                    1996                      5.00%
                    1997                      5.17%
                    1998                      5.07%
                    1999                      4.72%

Best Quarter:     2nd      1990     2.00%
Worst Quarter     2nd      1993     0.70%


BAR CHART (GRAPHIC OMITTED)
EDGAR PRESENTATION OF DATA POINTS
USED IN PRINTED GRAPHIC

     TAX EXEMPT PORTFOLIO - Tax Exempt Money Market Shares*

                As of 12/31               Total Return
                -----------               ------------
                    1990                      5.94%
                    1991                      4.53%
                    1992                      2.89%
                    1993                      2.09%
                    1994                      2.41%
                    1995                      3.44%
                    1996                      2.98%
                    1997                      3.18%
                    1998                      3.00%
                    1999                      2.81%

Best Quarter:     4th      1990     1.48%
Worst Quarter:    1st      1994     0.46%
<TABLE>
<CAPTION>
<S>                                            <C>                <C>                 <C>

- ---------------------------------------------- ------------------ ------------------- -----------------------------
        Average Annual Total Returns
  (for the periods ended December 31, 1999)      Past One Year     Past Five Years      Since December 31, 1991
                                                 -------------     ---------------      -----------------------
- ---------------------------------------------- ------------------ ------------------- -----------------------------
- ---------------------------------------------- ------------------ ------------------- -----------------------------
U.S. Treasury Money Market Portfolio                 4.41%              4.88%                    4.52%
- ---------------------------------------------- ------------------ ------------------- -----------------------------
- ---------------------------------------------- ------------------ ------------------- -----------------------------

- ---------------------------------------------- ------------------ ------------------- -----------------------------
- ---------------------------------------------- ------------------ ------------------- -----------------------------
                                                                                             Past Ten Years
- ---------------------------------------------- ------------------ ------------------- -----------------------------
- ---------------------------------------------- ------------------ ------------------- -----------------------------
Domestic Prime Money Market Portfolio                4.72%              5.11%                    4.98%
- ---------------------------------------------- ------------------ ------------------- -----------------------------
- ---------------------------------------------- ------------------ ------------------- -----------------------------
Tax Exempt Money Market Portfolio                    2.81%              3.08%                    3.32%
- ---------------------------------------------- ------------------ ------------------- -----------------------------


*     The performance  information  shown is for each  Portfolio's  Money Market
      Class  shares,  which  are not  offered  in this  prospectus.  Performance
      information  for the Money  Market  Class  shares  would be  substantially
      similar  because  the  shares  are  invested  in  the  same  portfolio  of
      securities.  Returns  would differ only to the extent that the two classes
      do not have the same expenses.

</TABLE>


<PAGE>


Fees and Expenses of the Portfolios:

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolios. Information in the table reflects fees and expenses of
the Money Market Class shares for the fiscal year ended October 31, 1999.

<TABLE>
<CAPTION>
<S>                                                 <C>                <C>              <C>

                                                     U.S.              Domestic Tax
                                                     Treasury          Prime            Exempt
                                                     Portfolio         Portfolio        Portfolio
                                                             Gabelli Cash Management Class

Shareholder Fees:                                    None              None             None
(fees paid directly from your investment *)

Annual Portfolio  Operating  Expenses (expenses that are deducted from Portfolio
assets):

Management Fees                                      .30%              .30%             .30%
Distribution (12b-1) Expenses                        None              None             None
Other Expenses                                       0.26%             0.20%            0.19%
Total Annual Portfolio Operating Expenses            0.56%             0.50%            0.49%

*    There are no sales charges for purchasing or redeeming Portfolio shares nor
     fees to exchange to another Portfolio or fund.
</TABLE>

Expense Example

This  example is intended to help you compare the cost of investing in shares of
the  Portfolios  with the cost of investing in other mutual  funds.  The example
assumes  that (1) you invest  $10,000  in the  Portfolios  for the time  periods
shown,  (2) you  redeem  your  shares  at the end of  those  periods,  (3)  your
investment has a 5% return each year and (4) the Portfolios'  operating expenses
remain the same. Although your actual costs may be higher or lower, based on the
assumptions your costs would be:

<TABLE>
<CAPTION>
<S>                                        <C>               <C>                <C>              <C>

                                            1 Year            3 Years           5 Years          10 Years
                                            ------            -------           -------          --------

U.S. Treasury                               $57               $179              $313             $701
Portfolio

Domestic Prime                              $51               $160              $280             $628
Portfolio

Tax Exempt                                  $50               $157              $274             $616
Portfolio
</TABLE>

                                    ADDITIONAL INVESTMENT AND RISK INFORMATION

                                              U.S. TREASURY PORTFOLIO

Under normal market conditions,  the Portfolio invests at least 65% of its total
assets in U.S. Treasury  obligations  including U.S.  Treasury bills,  notes and
bonds,  which  principally  differ only in their interest rates,  maturities and
times of issuance,  and repurchase  agreements which are  collateralized by U.S.
Treasury  obligations.  The  Portfolio  may also  engage in  reverse  repurchase
agreements.




Interest on U.S.  Treasury  obligations is specifically  exempted from state and
local income taxes under federal law. While  shareholders  in the U.S.  Treasury
Portfolio do not directly receive  interest on U.S.  Treasury  obligations,  the
dividends from the Portfolio are derived primarily from such interest.  Interest
income derived from repurchase agreements is not considered to be income derived
from U.S.  Treasury  obligations  and is not exempt from state and local  income
taxes.

Some  states  require  that,  in  order  for the  tax  exempt  character  of the
Portfolio's   interest  from  U.S.  Treasury  obligations  to  pass  through  to
shareholders,  the Portfolio  must  maintain  specified  minimum  levels of U.S.
Treasury obligation investments.  If a state's requirement is not met, then none
of the Portfolio's  interest income would be tax exempt in that state. While the
Portfolio does not specifically limit the amount of repurchase  agreements which
the  Portfolio  can  enter  into  (other  than the  requirement  that 65% of the
Portfolio's total assets be invested in U.S. Treasury obligations and repurchase
agreements  collateralized  by U.S.  Treasury  obligations),  the Portfolio will
endeavor to maintain the levels  necessary to preserve the  pass-through  of the
Portfolio's  tax exempt interest income from U.S.  Treasury  obligations.  These
state  requirements  may  change  and  investors  should  consult  their own tax
advisors regarding these state tax issues.

                                             DOMESTIC PRIME PORTFOLIO

The Portfolio  will invest  primarily in United States  Government  obligations,
bank obligations including certificates of deposit and bankers' acceptances, and
commercial paper and other short-term domestic corporate obligations. Short-term
domestic corporate  obligations include corporate bonds,  variable amount master
demand notes and  participations in corporate loans, with maturities of 397 days
or less. For a further description of the obligations in which the Portfolio may
invest,  including  the  liquidity of  participations  in corporate  loans,  see
"Investments and Investment  Techniques Common to Two or More Portfolios" in the
Statement of Additional Information.

The Portfolio will only purchase high quality domestic money market  instruments
that have been  determined  by the Fund's Board of Directors to present  minimal
credit  risk  and that  are  "First  Tier  Eligible  Securities"  at the time of
acquisition so that the Portfolio is able to employ the amortized cost method of
valuation.  Because  interest  rates  on fixed  rate  investments  fluctuate  in
response to economic factors, the value of the Portfolio's investments generally
increases as short-term interest rates fall and decreases as short-term interest
rates rise.

                                               TAX EXEMPT PORTFOLIO

The Portfolio intends to invest all of its assets in tax exempt  obligations and
in no event  shall  invest  less  than 80% of its  total  assets  in tax  exempt
obligations;  however,  it  reserves  the right to invest up to 20% of its total
assets in taxable obligations (including securities the interest income on which
may be subject to alternative  minimum tax).  Such tax exempt  obligations  will
consist  of  high  quality  municipal  securities  (including  municipal  bonds,
municipal  notes and municipal  leases) which, in the opinion of bond counsel at
the date of issuance,  earn  interest  exempt from federal  income tax and which
have effective  maturities of 397 days or less. Interest on these securities may
be subject to state and local taxes.

The  Portfolio   will  only  purchase  high  quality  tax  exempt  money  market
instruments  that have been  determined  by the  Fund's  Board of  Directors  to
present  minimal  credit risk and that are "Eligible  Securities" at the time of
acquisition so that the Portfolio is able to employ the amortized cost method of
valuation.  Interest  income of the  Portfolio  will not be exempt from  federal
income tax with respect to the following:

      taxable obligations
      municipal obligations that the IRS has successfully asserted are not tax
      exempt obligations

Payment of interest and  preservation of capital are dependent on the continuing
ability of issuers  and/or  obligors  of  municipal  and public  authority  debt
obligations to meet their payment  obligations.  Special  factors may negatively
affect the value of  municipal  securities,  and, as a result,  the  Portfolio's
share  price.   These  factors   include   political  or  legislative   changes,
uncertainties  relating  to the tax  status of the  securities  or the rights of
investors in the  securities.  For a detailed  description  of municipal  bonds,
municipal  notes,  municipal  leases  and other  municipal  obligations  and the
quality  requirements  applicable  to such  obligations,  see  "Investments  and
Investment  Techniques  Common to Two or More  Portfolios"  in the  Statement of
Additional Information.

                                           MANAGEMENT OF THE PORTFOLIOS

The Advisor.  The Advisor,  located at One Corporate Center, Rye, NY 10580, is a
Delaware  limited  liability  company  organized  in 1997  and is the  successor
company to  Gabelli-O'Connor  Fixed Income Mutual Fund  Management Co. formed in
1987.  Through its  portfolio  management  team,  the Advisor  makes  investment
decisions  for the  Portfolios  and  continuously  reviews and  administers  the
Portfolios'  investment  programs  under the  supervision of the Fund's Board of
Directors.

As compensation  for its services and the related expenses borne by the Advisor,
for the fiscal year ended October 31, 1999,  the  Portfolios  paid the Advisor a
fee equal to .30% of the value of the Portfolios'  average daily net assets. Any
portion of the total fees  received by the Advisor may be used by the Advisor to
provide  shareholder  and  administrative   services  and  for  distribution  of
Portfolio shares.

The  Distributor.   As  of  March  1,  2000,   Gabelli  &  Company,   Inc.  (the
"Distributor")  will  serve  as  the  Fund's  distributor.  Its  address  is One
Corporate Center,  Rye, NY 10580.  Prior to March 1, 2000,  Gabelli Fixed Income
Distributors,   Inc.  served  as  the  Fund's  distributor.  Both  entities  are
affiliated with the parent company of the Adviser.

Distribution  Arrangements.  The Portfolios have each adopted a distribution and
service plan (the "Plan")  pursuant to Rule 12b-1 under the  Investment  Company
Act of 1940, as amended.  Rule 12b-1  provides that an investment  company which
bears any direct or indirect  expense of distributing its shares must do so only
in accordance with a plan permitted by Rule 12b-1. There are no fees or expenses
chargeable to the Portfolios  under the Plans, and the Fund's Board of Directors
has  adopted  the Plans in case  certain  expenses  of the  Portfolios  might be
considered  to constitute  indirect  payment by the  Portfolios of  distribution
expenses.  If a payment of advisory  fees by the Fund to the  Advisor  should be
deemed to be indirect  financing by the Fund of the  distribution of its shares,
such payments are authorized by the Plans.

The Plans  provide that the Advisor may make payments from time to time from its
own  resources,  which may include the  advisory  fee and past  profits,  to pay
promotional and administrative expenses in connection with the offer and sale of
shares of the Portfolios,  including payments to participating organizations for
performing  shareholder servicing and related  administrative  functions and for
providing assistance in distributing the Fund's shares. The Advisor, in its sole
discretion,  will  determine  the amount of such  payments  made pursuant to the
Plans,  provided  that  such  payments  will not  increase  the  amount  which a
Portfolio  is  required  to pay to the  Advisor  for any  fiscal  year under its
investment advisory agreement in effect for the year.

                                                PURCHASE OF SHARES

You can purchase the  Portfolios'  shares on any day the New York Stock Exchange
("NYSE") is open for trading (a "Business Day"). You may purchase shares through
the Distributor or through organizations that have special arrangements with the
Fund  ("Participating  Organizations").  Participating  Organizations may charge
additional  fees and may require  higher or lower minimum  investments or impose
other limitations on buying and selling shares.

          By Mail or In Person.  You may open an account by mailing a  completed
         subscription  order  form with a check or money  order  payable to "The
         Treasurer's Fund, Inc.":

         By Mail                                     By Personal Delivery
         The Treasurer's Fund, Inc.                  The Treasurer's Fund, Inc.
         P.O. Box 8308                               c/o BFDS
         Boston, MA 02266-8308                       66 Brooks Drive
                                                     Braintree, MA  02184

         You can  obtain a  subscription  order  form by  calling  1-800-GABELLI
         (1-800-422-3554).  Checks made payable to a third party and endorsed by
         the depositor are not acceptable.  For additional  investments,  send a
         check to the above  address  with a note  stating  your  exact name and
         account number, and the name of the Portfolio(s) you wish to purchase.

By Bank Wire. To open an account using the bank wire system, first telephone the
Fund at  1-800-GABELLI  (1-800-422-3554)  to obtain a new account  number.  Then
instruct a Federal Reserve System member bank to wire funds to:

                                            State Street Bank and Trust Company
                                           225 Franklin Street, Boston, MA 02110
                                                      ABA #011-0000-28
                                             Re:  The Treasurer's Fund, Inc.
                                             REF DDA #99046187
                                             Re:  Name of Portfolio
                                             Account #__________
                                             Account of [Registered Owners]

         If you are making an initial  purchase,  you should also  complete  and
         mail a  subscription  order form to the address  shown under "By Mail."
         Note that banks may charge fees for wiring funds, although State Street
         Bank  and  Trust  Company  ("State  Street")  will not  charge  you for
         receiving wire  transfers.  If your wire is received by the Fund before
         noon,  Eastern  Time,  you will begin  earning  dividends on the day of
         receipt.

Through  A   Participating   Organization.   You  may  purchase  shares  from  a
Participating  Organization.  The  Participating  Organization  will  transmit a
purchase  order  and  payment  to State  Street  on your  behalf.  Participating
Organizations  may send you  confirmations  of your  transactions  and  periodic
account statements showing your investments in the Fund.

Share  Price.  The  Portfolios  sell  their  shares at the net asset  value next
determined  after the Fund receives your completed  subscription  order form and
your  payment  in  Federal  funds.  See  "Pricing  of  Portfolio  Shares"  for a
description of the calculation of net asset value.

Minimum  Investments.  Your minimum initial  investment must be at least $3,000.
See  "Retirement  Plans"  and  "Automatic  Investment  Plan"  regarding  minimum
investment  amounts applicable to such plans. There is no minimum for subsequent
investments.  Participating  Organizations may have different minimum investment
requirements.

- ------------------------------------------------------------------------------
Retirement  Plans.  The Fund has  available  a form of IRA and a "Roth"  IRA for
investment in the  Portfolios'  shares that may be obtained from the Distributor
by calling 1-800-GABELLI (1-800-422-3554).  Self-employed investors may purchase
shares of the  Portfolios  through  tax  deductible  contributions  to  existing
retirement plans for self-employed persons, known as "Keogh" or "H.R.-10" plans.
The Fund does not currently act as a sponsor to such plans. Portfolio shares may
also  be  a  suitable  investment  for  other  types  of  qualified  pension  or
profit-sharing   plans  which  are  employer   sponsored,   including   deferred
compensation  or salary  reduction  plans  known as "401(k)  Plans." The minimum
initial  investment in all such  retirement  plans is $500.  There is no minimum
initial subsequent  investment  requirement for retirement plans. The Tax Exempt
Money  Market  Portfolio  does not  accept  investments  for  retirement  plans.
- ------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Automatic  Investment Plan. The Portfolios offer an automatic monthly investment
plan. There is no minimum
monthly investment for accounts  establishing an automatic investment plan. Call
1-800-GABELLI (1-800-422-3554) for more details about the plan.
- ------------------------------------------------------------------------------

Telephone  Investment Plan. You may purchase additional shares of the Portfolios
by telephone if your bank is a member of the  Automated  Clearing  House ("ACH")
system. You must also have a completed,  approved Investment Plan application on
file  with  the  Fund's  transfer  agent.  There is a  minimum  of $100 for each
telephone  investment.  To initiate an ACH Purchase,  please call  1-800-GABELLI
(1-800-422-3554) or 1-800-872-5365.

General. The Fund will not issue share certificates. The Fund reserves the right
to (i) reject any purchase order if, in the opinion of the Fund's management, it
is in the Fund's best  interest to do so and (ii) suspend the offering of shares
for any period of time.

                                               REDEMPTION OF SHARES

You can redeem shares of the Portfolios on any Business Day without a redemption
fee. The Portfolios may temporarily stop redeeming their shares when the NYSE is
closed or trading on the NYSE is  restricted,  when an emergency  exists and the
Portfolios  cannot sell their shares or accurately  determine the value of their
assets,  or if  the  Securities  and  Exchange  Commission  ("SEC")  orders  the
Portfolios to suspend redemptions.

The Portfolios  redeem their shares at the net asset value next determined after
the Portfolios receive your redemption request. See "Pricing of Fund Shares" for
a description of the calculation of net asset value.

You  may  redeem  shares  through  the  Distributor,  or  through  Participating
Organizations.

          By Letter.  You may mail a letter requesting  redemption of shares to:
         The Treasurer's Fund, Inc., P.O. Box 8308, Boston, MA 02266-8308.  Your
         letter should state the name of the Portfolio(s),  the dollar amount or
         number of shares you are  redeeming and your account  number.  You must
         sign the letter in exactly the same way the account is registered,  and
         if there is more than one owner of shares,  all must sign.  A signature
         guarantee is required for each signature on your redemption letter. You
         can obtain a signature  guarantee from financial  institutions  such as
         commercial banks, brokers,  dealers and savings associations.  A notary
         public cannot provide a signature guarantee.

          By  Telephone.  You may  redeem  your  shares  in a direct  registered
         account   by   calling   either    1-800-422-3554   or   1-800-872-5365
         (617-328-5000  from  outside the United  States),  subject to a $25,000
         limitation. You may not redeem shares held through an IRA by telephone.
         If State Street  properly  acts on telephone  instructions  and follows
         reasonable  procedures to protect  against  unauthorized  transactions,
         neither  State Street nor the Fund will be  responsible  for any losses
         due  to  telephone  transactions.   You  may  be  responsible  for  any
         fraudulent  telephone  order in your account as long as State Street or
         the Fund takes reasonable measures to verify the order. You may request
         that redemption proceeds be mailed to you by check (if your address has
         not  changed  in the prior 30 days),  forwarded  to you by bank wire or
         invested in another mutual fund advised by the Advisor (see  "Exchanges
         of Shares" below).

         1.       Telephone  Redemption  By Check.  The Fund  will  make  checks
                  payable  to the name in which the  account is  registered  and
                  normally  will mail the check to the address of record  within
                  seven days.

         2.       Telephone  Redemption  By  Wire.  The Fund  accepts  telephone
                  requests for wire  redemption  in amounts of at least  $1,000.
                  The Fund will send a wire to either a bank  designated on your
                  subscription  order  form  or on a  subsequent  letter  with a
                  guaranteed  signature.  The proceeds are normally wired on the
                  next  Business Day. If you wish your bank to receive a wire on
                  the day you place  the  telephone  request,  you must call the
                  Fund by noon (New York time).

          Through a Participating Organization.  You may redeem shares through a
         Participating  Organization  which will transmit a redemption  order to
         State  Street on your  behalf.  A redemption  request  received  from a
         Participating Organization will be effected at the net asset value next
         determined after State Street receives the request.

Through the Automatic Cash Withdrawal Plan. You may automatically  redeem shares
on a  monthly,  quarterly  or  annual  basis.  Please  call the  Distributor  at
1-800-GABELLI (1-800-422-3554) for more information.




          By Check Draft.  You may write checks on your account in the amount of
         $500  or  more.  Simply  request  the  check  writing  service  on your
         subscription  order  form and the Fund will send you  checks.  The Fund
         will not  honor a check if (1) you  purchased  shares  by check and the
         check has not cleared,  (2) the check would close out your account, (3)
         the amount of the check is higher than funds available in your account,
         (4) the check is written for less than $500, or (5) the check  contains
         an irregularity  in the signature or otherwise.  The Fund may change or
         terminate the check-writing service at any time.

Involuntary  Redemption.  The Fund may redeem all shares in your account  (other
than  an IRA  account)  if  their  value  falls  below  $3,000  as a  result  of
redemptions  (but not as a result of a decline in net asset value).  You will be
notified in writing and allowed 30 days to increase  the value of your shares to
at least $3,000.

Redemption Proceeds.  If you request redemption proceeds by check, the Fund will
normally  mail the  check to you  within  seven  days  after  it  receives  your
redemption request. If you purchased your Portfolio shares by check, you may not
receive proceeds from your redemptions until the check clears, which may take up
to 15 days following  purchase.  While the Fund will delay the processing of the
redemption  until  the  check  clears,  your  shares  will be valued at the next
determined net asset value after receipt of your redemption request.

                                                EXCHANGE OF SHARES

You may exchange your shares in one Portfolio for shares in another Portfolio of
the Fund or for shares of any other  open-end fund managed by the Advisor or its
affiliates,  and offered for sale in your state,  based on their  relative asset
values. The Fund also offers an automatic monthly exchange privilege.  To obtain
a list of the funds whose shares you may acquire through  exchange or details on
the automatic monthly exchange privilege call 1-800-GABELLI (1-800-422-3554).

In effecting an exchange:
o you must meet the minimum purchase  requirements for the fund whose shares you
purchase through exchange.

o    if you are exchanging  into shares of a fund with a sales charge,  you must
     pay the sales charge at the time of exchange.

o    you may realize a taxable gain or loss.

o    you  should  read  the  prospectus  of  the  fund  whose  shares  you  are
     purchasing.   Call   1-800-GABELLI
     (1-800-422-3554) to obtain the prospectus.

You may  exchange  shares  by  telephone,  by mail or  through  a  Participating
Organization.

Exchanges  by  Telephone.  You may give  exchange  instructions  by telephone by
calling 1-800-GABELLI (1-800-422-3554). You may not exchange shares by telephone
if you hold share certificates.

Exchanges  by  Mail.  You may send a  written  request  for  exchanges  to:  The
Treasurer's Fund, Inc., P.O. Box 8308,  Boston, MA 02266-8308.  State your name,
your account number,  the dollar value or number of shares you wish to exchange,
the name of the fund whose shares you wish to exchange, and the name of the fund
whose shares you wish to acquire.

Exchanges through the Internet.  You may also give exchange instructions via the
Internet at www.gabelli.com.

We may modify or terminate the exchange privilege at any time. You will be given
notice 60 days prior to any material change in the exchange privilege.




                                            PRICING OF PORTFOLIO SHARES

The  Portfolios'  net asset value per share is  calculated on each Business Day.
The NYSE is  currently  scheduled  to be closed on New Year's  Day,  Dr.  Martin
Luther King, Jr. Day, Presidents' Day, Good Friday,  Memorial Day,  Independence
Day, Labor Day,  Thanksgiving  Day and Christmas Day and on the preceding Friday
or subsequent Monday when a holiday falls on a Saturday or Sunday, respectively.

Each  Portfolio's net asset value is determined at noon (Eastern Time) and as of
the close of regular trading on the NYSE,  normally 4:00 p.m., Eastern Time, and
is computed by dividing the value of the  Portfolio's net assets (i.e. the value
of its  securities  and other assets less its  liabilities,  including  expenses
payable or accrued but excluding  capital stock and surplus) by the total number
of its shares  outstanding at the time the determination is made. The Portfolios
each use the  amortized  cost method of valuing  their  portfolio  securities to
maintain a constant  net asset  value of $1.00 per share.  Under this  method of
valuation,  the Portfolios value their portfolio securities at their cost at the
time of purchase and not at market value, thus minimizing  fluctuations in value
due to interest rate changes or market conditions.

                                            DIVIDENDS AND DISTRIBUTIONS

Dividends of net investment  income for each Portfolio will be declared daily on
each Business Day and paid monthly,  and  distributions of capital gains for the
Portfolios,  if any, will be paid annually. All dividends and distributions will
be  automatically  reinvested  for your account at net asset value in additional
shares  of  the  Portfolio(s)  unless  you  request  otherwise.  To  elect  cash
distributions,  notify the Fund at The  Treasurer's  Fund,  Inc., P.O. Box 8308,
Boston, MA 02266-8308 or by telephone at 1-800-422-3554.

                                                  TAX INFORMATION

The Portfolios  expect that their  distributions  will consist  primarily of net
investment income or, if any,  short-term  capital gains as opposed to long-term
capital gains.  With respect to the U.S. Treasury and Domestic Prime Portfolios,
dividends  (including  distributions  from net investment  income and short-term
capital  gains) are taxable as ordinary  income.  With respect to the Tax Exempt
Portfolio, distributions of tax exempt income are not subject to regular federal
income tax, but may be subject to the alternative minimum tax, and distributions
of  interest  on  taxable  obligations,  as well as any market  discount  or net
short-term  capital  gains,  are taxable as ordinary  income.  Depending on your
residence for tax purposes, distributions also may be subject to state and local
taxes, including withholding taxes. With respect to the U.S. Treasury Portfolio,
distributions  of interest  on U.S.  government  obligations  may be exempt from
state and local  taxes.  Dividends  and  distributions  are  treated in the same
manner for federal  income tax  purposes  whether you receive them in cash or in
additional shares.
Foreign shareholders generally will be subject to federal withholding tax.

This summary of tax consequences is intended for general  information  only. You
should consult a tax advisor  concerning the tax consequences of your investment
in the Portfolios.

                                               FINANCIAL HIGHLIGHTS

The Gabelli Cash  Management  Class of the Portfolios  that is discussed in this
Prospectus  has not  been  previously  offered  and  therefore  does  not have a
previous financial history.





                                                 [BACK COVER PAGE]
                                           Gabelli Cash Management Class
                                                        of
                                            The Treasurer's Fund, Inc.

                                       U.S. Treasury Money Market Portfolio
                                       Domestic Prime Money Market Portfolio
                                         Tax Exempt Money Market Portfolio

For More Information:
For more information about the Portfolios, the following documents are available
free upon request:

Annual/Semi-annual Reports:
The  Portfolios'   semi-annual  and  annual  reports  to  shareholders   contain
additional information on the Portfolios' investments.

Statement of Additional Information (SAI):
The SAI provides more detailed information about the Portfolios, including their
operations  and  investment  policies.  It is  incorporated  by reference and is
legally considered a part of this Prospectus.

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
You can get free copies of these  documents and  prospectuses  of other funds in
the Gabelli  family,  or request other  information  and discuss your  questions
about the Portfolios by contacting:

- -------------------------------------------------------------------------------
                                            The Treasurer's Fund, Inc.
- -----------------------------------------------------------------------------
                                               One Corporate Center
                                                   Rye, NY 10580
                                     Telephone: 1-800-GABELLI (1-800-422-3554)
                                                  www.gabelli.com


You can review the Portfolios'  reports and SAI at the Public  Reference Room of
the  Securities  and Exchange  Commission.  Information  on the operation of the
Public   Reference   Room  may  be  obtained  by  calling  the   Commission   at
1-202-942-8090.  You can get  text-only  copies:  o For a fee,  by  writing  the
Commission's Public Reference Section, Washington, D.C. 20549-0102 or by calling
1-202-942-8090,  or by  electronic  request  at  the  following  email  address:
[email protected].

o    Free from the Commission's Website at http://www.sec.gov





(Investment Company Act file no. 811-5347)





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