[DREYFUS CORPORATION LETTERHEAD]
IMPORTANT
Dear Stockholder:
The August 5, 1994 stockholder meeting of Dreyfus Treasury
Prime Cash Management has been adjourned with respect to
proposal 4 to allow time for additional shareholders to vote.
All other proposals on the meeting agenda have passed the
shareholder vote requirement and have been approved.
The Fund's voting records indicate that your proxy was not
received. You now have the opportunity to review proposal 4
(fully described in the proxy statement and fund exhibit
previously sent to you) and vote your shares by signing, dating
and mailing the enclosed duplicate proxy card as soon as
possible.
Please remember that your Board of Trustees has approved
proposal 4, and unanimously recommends that you vote "For" such
proposal. It is important that you vote your shares.
If you have any questions or need assistance in voting,
please call our proxy solicitor, D.F. King & Co., Inc. at
1-800-859-8515.
Sincerely,
Howard Stein Joseph S. DiMartino
Chairman President
