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

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

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COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS TAX EXEMPT CASH MANAGEMENT
[INSTITUTIONAL SHARES]
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DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS
TREASURY PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, AND
DREYFUS TAX EXEMPT CASH MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE
"FUNDS") ARE OPEN-END, DIVERSIFIED, 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.

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.

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 FIVE 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 NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN
AREAS IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE 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 1-800-554-4611. WHEN TELEPHONING, ASK
FOR OPERATOR 144.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
Page

Annual Fund Operating Expenses.................................. 3
Condensed Financial Information................................. 4
Yield Information............................................... 7
Description of the Funds........................................ 7
Management of the Funds......................................... 9
How to Buy Shares............................................... 10
Shareholder Services............................................ 12
How to Redeem Shares............................................ 12
Shareholder Services Plan....................................... 13
Dividends, Distributions and Taxes.............................. 13
General Information............................................. 15
Appendix........................................................ 17

Page 2

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
INSTITUTIONAL
SHARES

<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees................................................................. None
Total Fund Operating Expenses.............................................. .20%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
INSTITUTIONAL
SHARES
1 YEAR....................................... $ 2
3 YEARS...................................... $ 6
5 YEARS ..................................... $11
10 YEARS..................................... $26
</TABLE>
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------

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 borrowing and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses) other than
the management fee payable by the Fund monthly at the annual rate of .20 of
1% of the value of the Fund's average daily net assets. Institutions and
certain Service Agents (as defined below) effecting transactions in
Institutional Shares for the accounts of their clients may charge their
clients direct fees in connection with such transactions; such fees are not
reflected in the foregoing table. See "Management of the Funds," "How to Buy
Shares" and "Shareholder Services Plan."

Page 3

CONDENSED FINANCIAL INFORMATION

The information in the following tables has been audited (except
where noted) 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.

FINANCIAL HIGHLIGHTS

Contained below for each Fund is per share operating performance data
for an Institutional Share of beneficial interest 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
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX MONTHS ENDED
-------------------------------------------------------------------------------------------------------------------
July 31, 1996
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 (Unaudited)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
period $1.00 $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 .065 .066 .076 .091 .080 .058 .036 .031 .042 .059 .026
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTION:
Dividends from
investment
income-net (.065) (.066) (.076) (.091) (.080) (.058) (.036) (.031)... (.042) (.059) (.026)
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of year
period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00..... $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
TOTAL INVESTMENT
RETURN. 6.75% 6.77% 7.84% 9.44% 8.31% 5.96% 3.68% 3.15% 4.28% 6.03% 5.29%(1)
RATIOS/SUPPLEMENTAL
DATA:
Ratio of
expenses to
average net
assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment
income to
average
net assets.. 6.44% 6.60% 7.42% 9.03% 7.99% 5.78% 3.60% 3.11% 4.08% 5.86% 5.23%(1)
Decrease
reflected
in above
expense
ratios due to
undertaking by
The Dreyfus
Corporation .03% .03% .03% .02% .02% .03% .04% .03% -- -- --
Net Assets,
end of period
(000's
omitted).$1,849,044 $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 $2,215,074
(1)Annualized.

</TABLE>

Page 4
<TABLE>
<CAPTION>

DREYFUS GOVERNMENT CASH MANAGEMENT
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX MONTHS ENDED
-------------------------------------------------------------------------------------------------------------------
July 31, 1996
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 (Unaudited)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning
of period $1.00 $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 .065 .064 .074 .089 .079 .058 .037 .031 .041 .059.. ..026
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTIONS:
Dividends from
investment
income-net. (.065) (.064) (.074) (.089) (.079) (.058) (.037) (.031) (.041) (.059) (.026)
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00..... $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
TOTAL INVESTMENT
RETURN 6.69% 6.63% 7.65% 9.25% 8.15% 5.97% 3.76% 3.12% 4.21% 6.01% 5.29%(1)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to
average net
assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment
income to
average net
assets.. 6.39% 6.48% 7.38% 8.84% 7.82% 5.67% 3.61% 3.08% 4.04% 5.83% 5.23%(1)
Decrease reflected
in above expense
ratios due to
undertaking by
The Dreyfus
Corporation .05% .04% .04% .05% .04% .04% .05% .03%. -- -- --
Net Assets,
end of period
(000's
omitted)..$952,688 $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 $4,407,051
(1)Annualized.

DREYFUS TREASURY PRIME CASH MANAGEMENT*
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED FEBRUARY 28/29, SIX MONTHS ENDED
---------------------------------------------------------------------------------------------
August 31, 1996
1989(1) 1990 1991 1992 1993 1994 1995 1996 (Unaudited)
------- ------- ------- ------- ------- ------- ------- ------- ---------------
PER SHARE DATA:
Net asset value,
beginning of period $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 .024
----- ----- ----- ----- ----- ----- ----- ----- -----
Distributions:
Dividends from
investment income--net (.015) (.083) (.076) (.055) (.035) (.030) (.043) (.055) (.024)
----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period...... $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% 5.08%
ratios/supplemental data:
Ratio of expenses to
average net assets .20%(2) .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment
income to average
net assets 8.42%(2) 8.20% 7.39% 5.35% 3.45% 2.99% 4.26% 5.53%.... 5.03%
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 period
(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 $3,037,059
*On September 11, 1996, the Fund's Board approved changing the Fund's fiscal
year end to January 31.
(1) From December 27, 1988 (commencement of operations) to February 28, 1989.
(2) Annualized.

Page 5

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS*
----------------------------------------------------------------------------------
FISCAL YEAR ENDED DECEMBER 31, SIX MONTHS ENDED
----------------------------------------------------------
1990(1) 1991 1992 1993 1994 1995 June 30, 1996
(Unaudited)
------- ------- ------- ------- ------- ------- ---------------
PER SHARE DATA:
Net asset value, beginning of period...... $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 .017
----- ----- ----- ----- ----- ----- -----
Distributions:
Dividends from investment income-net........ (.013) (.047) (.031) (.024) (.027) (.038) (.017)
----- ----- ----- ----- ----- ----- -----
Net asset value, end of period...............$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% 3.39%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.. .20%(2) .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% 3.37%(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 period (000's omitted).. $22,911 $151,085 $259,416 $364,584 $192,710...$194,088 $170,483
*On September 11, 1996, the Fund's Board approved changing the Fund's fiscal
year end to January 31.
(1) From October 15, 1990 (commencement of operations) to December 31, 1990.
(2) Annualized.

DREYFUS TAX EXEMPT CASH MANAGEMENT
-------------------------------------------------------------------------------------------------------------------

FISCAL YEAR ENDED JANUARY 31, SIX MONTHS ENDED
---------------------------------------------------------------------------------------------
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 July 31, 1996
(Unaudited)
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- --------------
PER SHARE DATA:
Net asset
value, beginning
of period $1.00 $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 .045 .044 .052 .062 .057 .042 .028 .023 .028 .037..... .016
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment
income-net....(.045) (.044) (.052) (.062) (.057) (.042) (.028) (.023) (.028) (.037) (.016)
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00..$1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== -----
TOTAL INVESTMENT
RETURN. 4.58% 4.52% 5.27% 6.35% 5.85% 4.25% 2.83% 2.29% 2.83% 3.72% 3.21%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average
net assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment
income to
average net
assets.. 4.38% 4.41% 5.20% 6.15% 5.70% 4.16% 2.77% 2.26% 2.73% 3.64% 3.19%(1)
Decrease reflected
in above expense
ratios due to
undertaking by
The Dreyfus
Corporation .04% .03% .03% .04% .03% .05% .04% .04% -- -- --
Net Assets,
end of period
(000's
omitted)...$839,388 $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 $1,229,499
(1)Annualized.

</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."
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.
As to Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt
Cash Management, tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate, would be equivalent
to a stated yield or effective yield calculated as described above.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE 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. 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 Municipal Cash
Management Plus, and Dreyfus Tax Exempt Cash Management, 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 will
purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance with procedures
established by the Board. The nationally recognized statistical rating
organizations currently rating instruments of the type

Page 7

Dreyfus Cash Management, Dreyfus Municipal Cash Management Plus, and Dreyfus Tax
Exempt Cash Management 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
"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.

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 assets in
bank obligations. See "Investment Considerations and Risks" below and
"Appendix--Certain Portfolio Securities."

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 is permitted to lend portfolio securities to the extent described under
"Appendix--Investment Techniques_Lending 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 Federal 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 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."

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.

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 secu-

Page 8

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

Since the Fund's portfolio may contain securities issued by London
branches of domestic banks, 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
United Kingdom 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
AND DREYFUS TAX EXEMPT 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.

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 Fund would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.

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 September 30, 1996, The Dreyfus Corporation
managed or administered approximately $81 billion in assets for more than
1.7 million investor accounts nationwide.

Page 9

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
Massachusetts law.

Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
For 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.

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. Wells Fargo Bank,
N.A., 707 Wilshire Boulevard, Los Angeles, California 90017, is Sub-custodian
(the "Sub-custodian") as to Dreyfus Cash Management, Dreyfus Government Cash
Management, and Dreyfus Treasury Prime Cash Management.

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, Dreyfus Cash Management
Plus, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus New York
Municipal Cash Management, and Dreyfus Treasury Cash Management; or (b) the
investor has, in the opinion of Dreyfus Institutional Services Division,
adequate intent and availability of funds to reach a future level of
investment of $10,000,000 among

Page 10

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") and
other institutions may charge their clients fees in connection with purchases
of Institutional Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Institutional Shares may be purchased by wire, by telephone or
through compatible computer facilities. All payments should be made in U.S.
dollars and, to avoid fees and delays, should be drawn only on U.S. banks. To
place an order by telephone or to determine whether their computer facilities
are compatible with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Institutional Shares are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
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 GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT -- Each of these Fund's net asset value per
share is determined as of 5:00 p.m., New York time/2:00 p.m., California
time, on each day the New York Stock Exchange or, as to Dreyfus Cash
Management 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.

Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.

A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 2:00 p.m.,
California time, and the shares purchased will receive the dividend declared
on that day, if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
- -- Each of these Fund's net asset value per share is determined as of 12:00
Noon, 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.
Except in the case of telephone orders, investors whose payments
are received in or converted into Federal Funds by 12:00 Noon, New York time,
by the Custodian will receive the dividend declared that day. Investors whose
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Custodian will begin to accrue dividends on the
following business day.

Page 11

A telephone order placed to Dreyfus Institutional Services Division
will become effective at the price determined at 12:00 Noon, New York time,
and the shares purchased will receive the dividend declared on that day, if
such order is placed by 12:00 Noon, New York time, and Federal Funds are
received by the Custodian by 4:00 p.m., New York time, on that day.

SHAREHOLDER SERVICES

FUND EXCHANGES -- An investor may purchase, in exchange for Institutional
Shares of a Fund, Institutional Shares of another Fund or of Dreyfus Cash
Management Plus, Inc., Dreyfus Institutional Short Term Treasury Fund,
Dreyfus New York Municipal Cash Management, or Dreyfus Treasury Cash
Management, which have different investment objectives or management
policies that may be of interest to investors. Upon an exchange into a new
account the following shareholder services and privileges, as applicable and
where available, will be automatically carried over to the fund into which
the exchange is made: Telephone Exchange Privilege, Redemption by Wire or
Telephone, Redemption Through Compatible Computer Facilities and the
dividend/capital gain distribution option selected by the investor.

To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Before any
exchange into a fund offered by another prospectus, the investor must obtain
and should review a copy of the current prospectus of the fund into which the
exchange is being made. Prospectuses may be obtained by calling one of the
telephone numbers listed under "General Information" in this Prospectus.
Shares will be exchanged at the net asset value next determined after receipt
of an exchange request in proper form. No fees currently are charged
investors directly in connection with exchanges, although each Fund reserves
the right, upon not less than 60 days' written notice, to charge investors a
nominal fee in accordance with rules promulgated by the Securities and
Exchange Commission. 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 Cash Management Plus, Inc., Dreyfus
Institutional Short Term Treasury Fund, Dreyfus New York Municipal Cash
Management, or Dreyfus Treasury Cash Management, if the investor is a
shareholder in such fund. The amount an investor designates, which can be
expressed either in terms of a specific dollar or share amount, will be
exchanged automatically on the first and/or fifteenth of the month according
to the schedule that the investor has selected. Shares will be exchanged at
the then-current net asset value. The right to exercise this Privilege may be
modified or cancelled by the Fund or the Transfer Agent. An investor may modify
or cancel the exercise of this Privilege at any time by mailing written
notification to Dreyfus Institutional Services Division, EAB Plaza, 144 Glenn
Curtiss Boulevard, 8th Floor, Uniondale, New York 11556-0144. 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 and the funds
eligible to participate in this Privilege, or to obtain a Dreyfus Auto-Exchange
Authorization Form, please call one of the telephone numbers listed under
"General Information." See "Dividends, Distributions and Taxes."

HOW TO REDEEM SHARES

GENERAL
Investors may request redemption of Institutional Shares at any time
and the shares will be redeemed at the next determined net asset value.

None of the Funds impose charges when Institutional Shares are
redeemed. Service Agents or other institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any share certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the 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 12

DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT -- If a request for redemption is received in
proper form by Dreyfus Institutional Services Division in New York by 5:00
p.m., New York time, or in Los Angeles by 12:00 Noon, California time, the
proceeds of the redemption, if transfer by wire is requested, ordinarily will
be transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If the request is received later
that day by Dreyfus Institutional Services Division in New York or Los
Angeles, the shares will receive the dividend declared on that day and the
proceeds of redemption, if wire transfer is requested, ordinarily will be
transmitted in Federal Funds on the next business day.

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
- -- If a request for redemption is received in proper form by Dreyfus
Institutional Services Division 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. If the request is received later that day
by Dreyfus Institutional Services Division, 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.
PROCEDURES
Investors may redeem Institutional Shares by wire or telephone, or
through compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. 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 COMPUTER FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through compatible
computer facilities. Investors desiring to redeem shares in this manner
should call Dreyfus Institutional Services Division at one of the telephone
numbers listed under "General Information" to determine whether their
computer facilities are compatible and to receive instructions for redeeming
Institutional Shares in this manner.
SHAREHOLDER SERVICES PLAN

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

Page 13

Cash Management, Dreyfus Treasury Prime Cash Management, Dreyfus Municipal
Cash Management Plus, and Dreyfus Tax Exempt Cash Management, is open for
business. Institutional Shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the prior business day. Dividends
usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Institutional Shares at net asset
value or, at the investor's option, paid in cash. If an investor redeems all
Institutional Shares in its account at any time during the month, all
dividends to which the investor is entitled will be paid along with the
proceeds of the redemption. An omnibus accountholder may indicate in a
partial redemption request that a portion of any accrued dividends to which
such account is entitled belongs to an underlying accountholder who has
redeemed all shares in his or her account, and such portion of the accrued
dividends will be paid to the accountholder along with the proceeds of the
redemption. Distributions from net realized securities gains, if any,
generally are declared and paid once a year, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. 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 Dreyfus Cash Management, Dreyfus Government Cash
Management, and Dreyfus Treasury Prime Cash Management derived from net
investment income and dividends paid by Dreyfus Municipal Cash Management
Plus and Dreyfus Tax Exempt Cash Management derived from Taxable Investments,
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 Institutional 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 Dreyfus Municipal Cash Management Plus
and Dreyfus Tax Exempt Cash Management will not be subject to Federal income
tax. Dividends and distributions may be subject to certain state and local
taxes. Although all or a substantial portion of the dividends paid by Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each of these Funds may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, (ii) a component of the
"adjusted current earnings" preference item for purposes of the corporate
alternative minimum tax as well as a component in computing the corporate
environmental tax or (iii) a factor in determining the extent to which the
Social Security benefits of a beneficial holder of Fund shares are taxable.
If either of these Funds 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 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.

Page 14

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 Dreyfus Municipal Cash Management Plus and Dreyfus
Tax Exempt Cash Management, these statements will set forth the dollar amount
of income exempt from Federal tax and the dollar amount, if any, subject to
Federal tax. These dollar amounts will vary depending on the size and length
of time of the investor's investment in the Fund. If Dreyfus Municipal Cash
Management Plus or Dreyfus Tax Exempt Cash Management 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 its respective
fiscal year 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 Municipal Cash Management Plus 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 dated September 12, 1990 and
February 16, 1987, and commenced operations on October 15, 1990 and December
27, 1988, respectively. Each Fund is authorized to issue an unlimited number
of shares of beneficial interest, 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.

Page 15

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, the shareholder paying such liability will be entitled to reimbursement
from the general assets of such Fund. Each Fund 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 Board members.

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
toll free 1-800-554-4611.

The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, 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 16

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 or 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 GOVERNMENT CASH MANAGEMENT) -- The Fund
may lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete certain
transactions. The Fund continues to be entitled to payments in amounts equal
to the interest or other distributions payable on the loaned securities which
affords the Fund an opportunity to earn interest on the amount of the loan
and on the loaned securities' collateral. Loans of portfolio securities may
not exceed 20% of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or 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 are terminable by the Fund
at any time upon specified notice. The Fund might experience risk of loss if
the institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Fund.

FORWARD COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT) -- Each of these Funds may purchase Municipal
Obligations and other 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 GOVERNMENT 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 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.

REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT AND DREYFUS GOVERNMENT 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) -- The Fund may purchase
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, London branches of domestic
banks and other banking institutions. With respect to such securities issued
by London branches of domestic banks, the Fund may be subject to additional
investment risks that are different in some respects from those incurred by a
fund which invests only in debt obligations of U.S. domestic issuers. See
"Description of the Funds -- Investment Considerations and Risks -- Bank
Securities."

Page 17

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) -- Commercial paper consists of
short-term, unsecured promissory notes issued to finance short-term credit
needs. The commercial paper purchased by the Fund will consist only of direct
obligations. The other corporate obligations in which the Fund may invest
consist of high quality, U.S. dollar denominated short-term bonds and notes
(including variable amount master demand notes).

MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT 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 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 AND
DREYFUS TAX EXEMPT 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
AND DREYFUS TAX EXEMPT 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 the 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.

Page 18

STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT 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 neither Fund 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 AND DREYFUS TAX
EXEMPT 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 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 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.

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 19

Registration Mark

COMBINED
PROSPECTUS
FOR
Dreyfus
Cash Management
Dreyfus Government
Cash Management
Dreyfus
Treasury Prime
Cash Management
Dreyfus
Municipal Cash Management Plus
Dreyfus
Tax Exempt
Cash Management
[INSTITUTIONAL SHARES]

Copy Rights 1996 Dreyfus Service Corporation
CMGT/p112096ist

- ------------------------------------------------------------------------------
COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS TAX EXEMPT CASH MANAGEMENT
[ADMINISTRATIVE SHARES]
- ------------------------------------------------------------------------------

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.

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.

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......................................... 9
How to Buy Shares............................................... 10
Shareholder Services............................................ 12
How to Redeem Shares............................................ 12
Service Plan.................................................... 13
Dividends, Distributions and Taxes.............................. 14
General Information............................................. 15
Appendix........................................................ 17

Page 2

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>

ADMINISTRATIVE
SHARES

<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .10%
Total Fund Operating Expenses.............................................. .30%

EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
ADMINISTRATIVE
SHARES
1 YEAR....................................... $ 3
3 YEARS...................................... $10
5 YEARS ..................................... $17
10 YEARS..................................... $38

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

The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by 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 borrowing and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses) other than
the following expenses, which will be borne by the Fund: (i) the management
fee payable by the Fund monthly at the annual rate of .20 of 1% of the value
of the Fund's average daily net assets and (ii) payments made pursuant to the
Fund's Service Plan at the annual rate of .10 of 1% of the value of the
Fund's average daily net assets attributable to Administrative Shares.
Institutions and certain Service Agents (as defined below) effecting
transactions in Administrative Shares for the accounts of their clients may
charge their clients direct fees in connection with such transactions; such
fees are not reflected in the foregoing table. See "Management of the Funds,"
"How to Buy Shares" and "Service Plan."

Page 3

CONDENSED FINANCIAL INFORMATION

The information in the following tables pertains to the Funds'
Institutional Shares, which are not offered pursuant to this Prospectus, and h
as been audited (except where noted) by Ernst & Young LLP, each Fund's
independent auditors, whose reports thereon appear in the Statement of
Additional Information. Further financial data, related notes, and report of
independent auditors for each Fund, with respect to Institutional Shares,
accompany the Statement of Additional Information, available upon request. No
financial information is provided for the Funds' Administrative Shares which
had not been offered as of the date of the financial statements. The
distribution and service fee paid by Administrative Shares will cause such
shares to have a higher expense ratio, to pay lower dividends, and to have a
lower total investment return than Institutional Shares.

FINANCIAL HIGHLIGHTS

DREYFUS CASH MANAGEMENT INSTITUTIONAL SHARES
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX MONTHS ENDED
-------------------------------------------------------------------------------------------------------------------
July 31, 1996
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 (Unaudited)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
period $1.00 $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 .065 .066 .076 .091 .080 .058 .036 .031 .042 .059 .026
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTION:
Dividends from
investment
income-net (.065) (.066) (.076) (.091) (.080) (.058) (.036) (.031) (.042) (.059) (.026)
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of year
period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
TOTAL INVESTMENT
RETURN. 6.75% 6.77% 7.84% 9.44% 8.31% 5.96% 3.68% 3.15% 4.28% 6.03% 5.29%(1)
RATIOS/SUPPLEMENTAL
DATA:
Ratio of
expenses to
average net
assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment
income to
average
net assets.. 6.44% 6.60% 7.42% 9.03% 7.99% 5.78% 3.60% 3.11% 4.08% 5.86% 5.23%(1)
Decrease
reflected
in above
expense
ratios due to
undertaking by
The Dreyfus
Corporation .03% .03% .03% .02% .02% .03% .04% .03% -- -- --
Net Assets,
end of period
(000's
omitted).$1,849,044 $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 $2,215,074
(1)Annualized.

Page 4

DREYFUS GOVERNMENT CASH MANAGEMENT INSTITUTIONAL SHARES
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX MONTHS ENDED
-------------------------------------------------------------------------------------------------------------------
July 31, 1996
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 (Unaudited)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
PER SHARE DATA:
Net asset value,
beginning
of period $1.00 $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 .065 .064 .074 .089 .079 .058 .037 .031 .041 .059 .026
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTIONS:
Dividends from
investment
income-net. (.065) (.064) (.074) (.089) (.079) (.058) (.037) (.031) (.041) (.059) (.026)
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
TOTAL INVESTMENT
RETURN 6.69% 6.63% 7.65% 9.25% 8.15% 5.97% 3.76% 3.12% 4.21% 6.01% 5.29%(1)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to
average net
assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment
income to
average net
assets.. 6.39% 6.48% 7.38% 8.84% 7.82% 5.67% 3.61% 3.08% 4.04% 5.83% 5.23%(1)
Decrease reflected
in above expense
ratios due to
undertaking by
The Dreyfus
Corporation .05% .04% .04% .05% .04% .04% .05% .03%. -- -- --
Net Assets,
end of period
(000's
omitted)..$952,688 $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 $4,407,051
(1)Annualized.

DREYFUS TREASURY PRIME CASH MANAGEMENT* INSTITUTIONAL SHARES
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED FEBRUARY 28/29, SIX MONTHS ENDED
---------------------------------------------------------------------------------------------
August 31, 1996
1989(1) 1990 1991 1992 1993 1994 1995 1996 (Unaudited)
------- ------- ------- ------- ------- ------- ------- ------- ---------------
PER SHARE DATA:
Net asset value,
beginning of period $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 .024
----- ----- ----- ----- ----- ----- ----- ----- -----
Distributions:
Dividends from
investment income--net (.015) (.083) (.076) (.055) (.035) (.030) (.043) (.055) (.024)
----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period...... $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% 5.08%
ratios/supplemental data:
Ratio of expenses to
average net assets .20%(2) .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment
income to average
net assets 8.42%(2) 8.20% 7.39% 5.35% 3.45% 2.99% 4.26% 5.53% 5.03%
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 period
(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 $3,037,059
*On September 11, 1996, the Fund's Board approved changing the Fund's fiscal
year end to January 31.
(1).From December 27, 1988 (commencement of operations) to February 28, 1989.
(2).Annualized.

Page 5

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS* INSTITUTIONAL SHARES
----------------------------------------------------------------------------------
FISCAL YEAR ENDED DECEMBER 31, SIX MONTHS ENDED
----------------------------------------------------------
1990(1) 1991 1992 1993 1994 1995 June 30, 1996
(Unaudited)
------- ------- ------- ------- ------- ------- ---------------
PER SHARE DATA:
Net asset value, beginning of period...... $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 .017
----- ----- ----- ----- ----- ----- -----
Distributions:
Dividends from investment income-net........ (.013) (.047) (.031) (.024) (.027) (.038) (.017)
----- ----- ----- ----- ----- ----- -----
Net asset value, end of period...............$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% 3.39%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.. .20%(2) .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% 3.37%(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 period (000's omitted).. $22,911 $151,085 $259,416 $364,584 $192,710 $194,088 $170,483
*On September 11, 1996, the Fund's Board approved changing the Fund's fiscal
year end to January 31.
(1) From October 15, 1990 (commencement of operations) to December 31, 1990.
(2) Annualized.

DREYFUS TAX EXEMPT CASH MANAGEMENT INSTITUTIONAL SHARES
-------------------------------------------------------------------------------------------------------------------

FISCAL YEAR ENDED JANUARY 31, SIX MONTHS ENDED
---------------------------------------------------------------------------------------------
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 July 31, 1996
(Unaudited)
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- --------------
PER SHARE DATA:
Net asset
value, beginning
of period $1.00 $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 .045 .044 .052 .062 .057 .042 .028 .023 .028 .037 .016
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment
income-net....(.045) (.044) (.052) (.062) (.057) (.042) (.028) (.023) (.028) (.037) (.016)
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== -----
TOTAL INVESTMENT
RETURN. 4.58% 4.52% 5.27% 6.35% 5.85% 4.25% 2.83% 2.29% 2.83% 3.72% 3.21%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average
net assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment
income to
average net
assets.. 4.38% 4.41% 5.20% 6.15% 5.70% 4.16% 2.77% 2.26% 2.73% 3.64% 3.19%(1)
Decrease reflected
in above expense
ratios due to
undertaking by
The Dreyfus
Corporation .04% .03% .03% .04% .03% .05% .04% .04% -- -- --
Net Assets,
end of period
(000's
omitted)...$839,388 $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 $1,229,499
(1)Annualized.

</TABLE>

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."
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.
As to Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt
Cash Management, tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate, would be equivalent
to a stated yield or effective yield calculated as described above.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL

INVESTMENT OBJECTIVE

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 Fund's Board to present minimal credit risks and,
in the case of Dreyfus Cash Management, Dreyfus Municipal Cash Management
Plus, and Dreyfus Tax Exempt Cash Management, 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 will purchase only
instruments so rated in the highest rating category or, if unrated, of
comparable quality as determined in accordance with procedures established by
the Board. The nationally recognized statistical rating organizations
currently rating instruments of the type Dreyfus Cash Management,

Page 7

Dreyfus Municipal Cash Management Plus, and Dreyfus Tax Exempt Cash Management
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 "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 t
hat a Fund will be able to maintain a stable net asset value of $1.00 per
share.

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."

INVESTMENT CONSIDERATIONS AND RISKS

Page 8

MANAGEMENT OF THE FUNDS

Page 9

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.

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.

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, Dreyfus Cash Management
Plus, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus New York
Municipal Cash Management, and Dreyfus Treasury Cash Management; or (b) the
investor has, in the opinion of Dreyfus Institutional Services Division,
adequate intent and availability of funds to reach a future level of
investment of $10,000,000 among any class of shares of the funds identified
above. There is no minimum for subsequent purchases. The initial investment

Page 10

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") and
other institutions may charge their clients fees in connection with purchases
of Administrative Shares for the accounts of their clients. Service Agents
may receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Administrative Shares may be purchased by wire, by telephone or
through compatible computer facilities. All payments should be made in U.S.
dollars and, to avoid fees and delays, should be drawn only on U.S. banks. To
place an order by telephone or to determine whether their computer facilities
are compatible with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Administrative Shares are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
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").

Page 11

is placed by 12:00 Noon, New York time, and Federal Funds are
received by the Custodian by 4:00 p.m., New York time, on that day.

SHAREHOLDER SERVICES

FUND EXCHANGES -- An investor may purchase, in exchange for Administrative
Shares of a Fund, Administrative Shares of another Fund or of Dreyfus Cash
Management Plus, Inc., Dreyfus New York Municipal Cash Management, or Dreyfus
Treasury Cash Management, which have different investment objectives and
management policies that may be of interest to investors. Upon an exchange
into a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
fund into which the exchange is made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Computer
Facilities and the dividend/capital gain distribution option selected by the
investor.

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

DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Administrative Shares of a Fund, in Administrative
Shares of any other Fund or of Dreyfus Cash Management Plus, Inc., Dreyfus
New York Municipal Cash Management, or Dreyfus Treasury Cash Management, if
the investor is a shareholder in such fund. The amount an investor
designates, which can be expressed either in terms of a specific dollar or
share amount, will be exchanged automatically on the first and/or fifteenth
of the month according to the schedule that the investor has selected. Shares
will be exchanged at the then-current net asset value. The right to exercise
this Privilege may be modified or cancelled by the Fund or the Transfer
Agent. An investor may modify or cancel the exercise of this Privilege at any
time by mailing written notification to Dreyfus Institutional Services
Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New
York 11556-0144. 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 and the funds eligible to participate in this
Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form, please
call one of the telephone numbers listed under "General Information."
See "Dividends, Distributions and Taxes."

HOW TO REDEEM SHARES

GENERAL
Investors may request redemption of Administrative Shares at any time
and the shares will be redeemed at the next determined net asset value.

None of the Funds impose charges when Administrative Shares are
redeemed. Service Agents or other institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any share certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the 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.

Page 12

shares will not receive the dividend declared on that day. If the request is
received later that day by Dreyfus Institutional Services Division in New York
or Los Angeles, the shares will receive the dividend declared on that day and
the proceeds of redemption, if wire transfer is requested, ordinarily will be
transmitted in Federal Funds on the next business day.

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
- -- If a request for redemption is received in proper form by Dreyfus
Institutional Services Division 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. If the request is received later that day
by Dreyfus Institutional Services Division, 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.
PROCEDURES
Investors may redeem Administrative Shares by wire or telephone, or
through compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. 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 COMPUTER FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through compatible
computer facilities. Investors desiring to redeem shares in this manner
should call Dreyfus Institutional Services Division at one of the telephone
numbers listed under "General Information" to determine whether their
computer facilities are compatible and to receive instructions for redeeming
Administrative Shares in this manner.
SERVICE PLAN

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
Administrative Shares shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts ("Servicing"), at
an aggregate annual rate of .10 of 1% of the value of the Fund's average
daily net assets attributable to Administrative Shares. Each of the
Distributor and Dreyfus may pay one or more Service Agents a fee in respect
of the Fund's Administrative Shares owned by shareholders with whom the
Service Agent has a Servicing relationship or for whom the Service Agent is
the dealer or holder of record. Each of the Distributor and Dreyfus
determines the amounts, if any, to be paid to Service Agents under the
Service Plan and the basis on which such payments are made. Generally, the
Service Agent will provide holders of Administrative Shares a consolidated
statement. The fee payable for Servicing is intended to be a "service fee" as
defined under Rule 2830 of the NASD Conduct Rules. The fees payable under the
Service Plan are payable without regard to actual expenses incurred.

Page 13

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, or the New York Stock Exchange only, as to Dreyfus Government
Cash Management, Dreyfus Treasury Prime Cash Management, Dreyfus Municipal
Cash Management Plus, and Dreyfus Tax Exempt Cash Management, is open for
business. Administrative Shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the prior business day. Dividends
usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Administrative Shares at net asset
value or, at the investor's option, paid in cash. If an investor redeems all
Administrative Shares in its account at any time during the month, all
dividends to which the investor is entitled will be paid along with the
proceeds of the redemption. An omnibus accountholder may indicate in a
partial redemption request that a portion of any accrued dividends to which
such account is entitled belongs to an underlying accountholder who has
redeemed all shares in his or her account, and such portion of the accrued
dividends will be paid to the accountholder along with the proceeds of the
redemption. Distributions from net realized securities gains,
if any, generally are declared and paid once a year, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. 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 Dreyfus Cash Management, Dreyfus Government Cash
Management and Dreyfus Treasury Prime Cash Management derived from net
investment income and dividends paid by Dreyfus Municipal Cash Management
Plus and Dreyfus Tax Exempt Cash Management derived from Taxable Investments,
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 Administrative 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 Dreyfus Municipal Cash Management
Plus and Dreyfus Tax Exempt Cash Management will not be subject to Federal
income tax. Dividends and distributions may be subject to state and local
taxes. Although all or a substantial portion of the dividends paid by Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each of these Funds may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, (ii) a component of the
"adjusted current earnings" preference item for purposes of the corporate
alternative minimum tax as well as a component in computing the corporate
environmental tax or (iii) a factor in determining the extent to which the
Social Security benefits of a beneficial holder of Fund shares are taxable.
If either of these Funds 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.

Page 14

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.

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 Municipal Cash Management Plus 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 dated
September 12, 1990, and February 16, 1987, and commenced operations on
October 15, 1990 and December 27, 1988, respectively. Each Fund is authorized
to issue an unlimited number of shares of beneficial interest, 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.

Page 15

ation 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, the shareholder paying such liability will be entitled to reimbursement
from the general assets of such Fund. Each Fund 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 Board members.

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
toll free 1-800-554-4611.

CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT 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.

REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT AND DREYFUS GOVERNMENT 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.

Page 17

TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
AND DREYFUS TAX EXEMPT 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

Page 18

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.

TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT 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 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 19

Copy Rights 1996 Dreyfus Service Corporation
CMGT/p112096adm

Registration Mark

- ------------------------------------------------------------------------------
COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS TAX EXEMPT CASH MANAGEMENT
[INVESTOR SHARES]
- ------------------------------------------------------------------------------

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.

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.

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......................................... 9
How to Buy Shares............................................... 10
Shareholder Services............................................ 12
How to Redeem Shares............................................ 12
Service Plan.................................................... 13
Dividends, Distributions and Taxes.............................. 14
General Information............................................. 15
Appendix........................................................ 17

Page 2

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

<TABLE>

INVESTOR
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .25%
Total Fund Operating Expenses.............................................. .45%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
INVESTOR
SHARES
1 YEAR....................................... $ 5
3 YEARS...................................... $14
5 YEARS ..................................... $25
10 YEARS..................................... $57
</TABLE>
- ------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------

The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by 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 borrowing and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses) other than the following
expenses, which will be borne by the Fund: (i) the management fee payable by
the Fund monthly at the annual rate of .20 of 1% of the value of the Fund's
average daily net assets and (ii) payments made pursuant to the Fund's
Service Plan at the annual rate of .25 of 1% of the value of the Fund's
average daily net assets attributable to Investor Shares. Institutions and
certain Service Agents (as defined below) effecting transactions in Investor
Shares for the accounts of their clients may charge their clients direct fees
in connection with such transactions; such fees are not reflected in the
foregoing table. See "Management of the Funds," "How to Buy Shares" and
"Service Plan."

Page 3

CONDENSED FINANCIAL INFORMATION

The information in the following tables has been audited (except
where noted) 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.

FINANCIAL HIGHLIGHTS

Contained below for each Fund is per share operating performance data
for an Investor Share of beneficial interest 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.

<TABLE>

DREYFUS CASH MANAGEMENT
-----------------------------------------------------
SIX MONTHS ENDED
FISCAL YEAR ENDED JANUARY 31, JULY 31, 1996
---------------------------------
1994(1) 1995 1996 (UNAUDITED)
----- ----- ----- ---------------
<S> <C> <C> <C> <C>

PER SHARE DATA:
Net asset value, beginning of period............................. $1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net............................................ .002 .040 .056 .025
----- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment income-net............................. (.002) (.040) (.056) (.025)
----- ----- ----- -----
Net asset value, end of period................................... $1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
TOTAL INVESTMENT RETURN............................................ 2.82%(2) 4.03% 5.76% 5.03%(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............. 2.83%(2) 3.94% 5.54% 4.98%(2)
Net Assets, end of period (000's omitted)........................ $52,272 $85,334 $430,302 $456,741
(1).From January 10, 1994 (commencement of initial offering of Investor Shares) to January 31, 1994.
(2).Annualized.
</TABLE>

Page 4

<TABLE>

DREYFUS GOVERNMENT CASH MANAGEMENT
-----------------------------------------------------
SIX MONTHS ENDED
FISCAL YEAR ENDED JANUARY 31, JULY 31, 1996
---------------------------------
1994(1) 1995 1996 (UNAUDITED)
----- ----- ----- ----------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................. $1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net............................................ .002 .039 .056 .025
----- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment income-net............................. (.002) (.039) (.056) (.025)
----- ----- ----- -----
Net asset value, end of period................................... $1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
TOTAL INVESTMENT RETURN............................................ 2.82%(2) 3.95% 5.75% 5.03%(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............. 2.83%(2) 4.22% 5.49% 5.01%(2)
Net Assets, end of period (000's omitted)........................ $15,097 $39,704 $451,665 $527,852
(1) From January 10, 1994 (commencement of initial offering of Investor Shares) to January 31, 1994.
(2) Annualized.

</TABLE>
<TABLE>

DREYFUS TREASURY PRIME CASH MANAGEMENT*
-----------------------------------------------------
SIX MONTHS ENDED
FISCAL YEAR ENDED FEBRUARY 28/29, AUGUST 31, 1996
---------------------------------
1994(1) 1995 1996 (UNAUDITED)
----- ----- ----- ----------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................. $1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
Investment Operations:
Investment income-net............................................ .004 .041 .053 .024
----- ----- ----- -----
Distributions:
Dividends from investment income-net............................. (.004) (.041) (.053) (.024)
----- ----- ----- -----
Net asset value, end of period................................... $1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
TOTAL INVESTMENT RETURN............................................ 2.77%(2) 4.13% 5.39% 4.82%(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% 4.78%(2)
Net Assets, end of period (000's omitted)........................ $53,916 $122,524 $255,618 $375,292
*On September 11, 1996, the Fund's Board approved changing the Fund's fiscal
year end to January 31.
(1) From January 10, 1994 (commencement of initial offering of Investor Shares) to February 28, 1994.
(2) Annualized.
</TABLE>

Page 5
<TABLE>

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS*
-----------------------------------------------------
SIX MONTH
PERIOD ENDED
FISCAL YEAR ENDED DECEMBER 31, JUNE 30, 1996
---------------------------------
1993(1) 1994 1995 (UNAUDITED)
----- ----- ----- ----------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................. $1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net............................................ .005 .025 .035 .016
----- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment income-net............................. (.005) (.025) (.035) (.016)
----- ----- ----- -----
Net asset value, end of period................................... $1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
TOTAL INVESTMENT RETURN....................................... 2.12%(2) 2.51% 3.60% 3.15%(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...................................... 2.14%(2) 2.43% 3.51% 3.15%(2)
Net Assets, end of period (000's omitted)........................ $1 $1,410 $22,817 $76,504
*On September 11, 1996, the Fund's Board approved changing the Fund's fiscal year end to January 31.
(1).From September 30, 1993 (commencement of initial offering of Investor Shares) to December 31, 1993.I
(2) Annualized.

</TABLE>

<TABLE>

DREYFUS TAX EXEMPT CASH MANAGEMENT
-----------------------------------------------------
SIX MONTHS ENDED
FISCAL YEAR ENDED JANUARY 31, JULY 31, 1996
---------------------------------
1994(1) 1995 1996 (UNAUDITED)
----- ----- ----- ----------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................. $1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net............................................ .001 .025 .034 .015
----- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment income-net............................. (.001) (.025) (.034) (.015)
----- ----- ----- -----
Net asset value, end of period................................... $1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
TOTAL INVESTMENT RETURN............................................ 1.83%(2) 2.57% 3.46% 2.97%(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............. 1.87%(2) 2.74% 3.39% 2.91%(2)
Net Assets, end of period (000's omitted)........................ $1 $47,427 $79,813 $108,185
(1) From January 10, 1994 (commencement of initial offering of Investor Shares) to January 31, 1994.
(2) Annualized.
</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."
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.
As to Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt
Cash Management, tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate, would be equivalent
to a stated yield or effective yield calculated as described above.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL

INVESTMENT OBJECTIVE

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 Municipal Cash
Management Plus, and Dreyfus Tax Exempt Cash Management, which are rated in on
e 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 will
purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance with procedures
established by the Board. The nationally recognized statistical rating
organizations currently rating

Page 7

instruments of the type Dreyfus Cash Management, Dreyfus Municipal Cash
Management Plus, and Dreyfus Tax Exempt Cash Management 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 "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.

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.

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,

Page 8

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.

Since the Fund's portfolio may contain securities issued by London
branches of domestic banks, 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
United Kingdom withholding taxes on interest income payable on the
securities, establishment of exchange controls, or the adoption of other
foreign governmental restrictions which might adversely affect the payment of
principal and interest on these securities.

MANAGEMENT OF THE FUNDS

Page 9

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.

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, Dreyfus Cash Management
Plus, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus New York
Municipal Cash Management, and Dreyfus

Page 10

Treasury Cash Management; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among 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") and
other institutions may charge their clients fees in connection with purchases
of Investor Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Investor Shares may be purchased by wire, by telephone or through
compatible computer facilities. All payments should be made in U.S. dollars
and, to avoid fees and delays, should be drawn only on U.S. banks. To place
an order by telephone or to determine whether their computer facilities are
compatible with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Investor Shares are sold on a continuous basis at the net asset value
per share next determined after an order in proper form and Federal Funds
(monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
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 GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT -- Each of these Fund's net asset value per
share is determined as of 5:00 p.m., New York time/2:00 p.m., California
time, on each day the New York Stock Exchange or the Transfer Agent is open
for business. Net asset value per share of each class of shares is computed
by dividing the value of the Fund's net assets represented by such class
(i.e., the value of its assets less liabilities) by the total number of
shares of such class outstanding. See "Determination of Net Asset Value" in
the Statement of Additional Information.

Page 11

SHAREHOLDER SERVICES

FUND EXCHANGES -- An investor may purchase, in exchange for Investor Shares
of a Fund, Investor Shares of another Fund or of Dreyfus Cash Management
Plus, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus New York
Municipal Cash Management, or Dreyfus Treasury Cash Management, which have
different investment objectives and management policies that may be of
interest to investors. Upon an exchange into a new account the following
shareholder services and privileges, as applicable and where available, will b
e automatically carried over to the fund into which the exchange is made:
Telephone Exchange Privilege, Redemption by Wire or Telephone, Redemption
Through Compatible Computer Facilities and the dividend/capital gain
distribution option selected by the investor.

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 Cash Management Plus, Inc., Dreyfus Institutional
Short Term Treasury Fund, Dreyfus New York Municipal Cash Management, or
Dreyfus Treasury Cash Management, if the investor is a shareholder in such
fund. The amount an investor designates, which can be expressed either in
terms of a specific dollar or share amount, will be exchanged automatically
on the first and/or fifteenth of the month according to the schedule that the
investor has selected. Shares will be exchanged at the then-current net asset
value. The right to exercise this Privilege may be modified or cancelled by
the Fund or the Transfer Agent. An investor may modify or cancel the exercise of
this Privilege at any time by mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. 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 and the funds eligible to participate in
this Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form, please
call one of the telephone numbers listed under "General Information." See
"Dividends, Distributions and Taxes."

HOW TO REDEEM SHARES

GENERAL
Investors may request redemption of Investor Shares at any time and
the shares will be redeemed at the next determined net asset value.

None of the Funds impose charges when Investor Shares are redeemed.
Service Agents or other institutions may charge their clients a nominal fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the 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.

Page 12

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
- -- If a request for redemption is received in proper form by Dreyfus
Institutional Services Division 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. If the request is received later that day
by Dreyfus Institutional Services Division, 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.
PROCEDURES
Investors may redeem Investor Shares by wire or telephone, or through
compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. 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 COMPUTER FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through compatible
computer facilities. Investors desiring to redeem shares in this manner
should call Dreyfus Institutional Services Division at one of the telephone
numbers listed under "General Information" to determine whether their
computer facilities are compatible and to receive instructions for redeeming
Investor Shares in this manner.
SERVICE PLAN

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

Page 13

Servicing is intended to be a "service fee" as defined under Rule
2830 of the NASD Conduct Rules. The fees payable under the Service Plan are
payable without regard to actual expenses incurred.

DIVIDENDS, DISTRIBUTIONS AND TAXES

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, or the New York Stock Exchange only, as to Dreyfus Government
Cash Management, Dreyfus Treasury Prime Cash Management, Dreyfus Municipal
Cash Management Plus, and Dreyfus Tax Exempt Cash Management, is open for
business. Investor Shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the prior business day. Dividends
usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Investor Shares at net asset value or,
at the investor's option, paid in cash. If an investor redeems all Investor
Shares in its account at any time during the month, all dividends to which
the investor is entitled will be paid along with the proceeds of the
redemption. An omnibus accountholder may indicate in a partial redemption
request that a portion of any accrued dividends to which such account is
entitled belongs to an underlying accountholder who has redeemed
all shares in his or her account, and such portion of the accrued dividends
will be paid to the accountholder along with the proceeds of the redemption.
Distributions from net realized securities gains, if any, generally are
declared and paid once a year, but the Fund may make distributions on a more
frequent basis to comply with the distribution requirements of the Code, in
all events in a manner consistent with the provisions of the 1940 Act. 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 Dreyfus Cash Management, Dreyfus Government Cash
Management, and Dreyfus Treasury Prime Cash Management derived from net
investment income and dividends paid by Dreyfus Municipal Cash Management
Plus and Dreyfus Tax Exempt Cash Management derived from Taxable Investments,
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 Investor 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 Dreyfus Municipal Cash Management
Plus and Dreyfus Tax Exempt Cash Management will not be subject to Federal
income tax. Dividends and distributions may be subject to state and local
taxes. Although all or a substantial portion of the dividends paid by Dreyfus
Municipal Cash Management Plus or Dreyfus Tax Exempt Cash Management may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each of these Funds may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, (ii) a component of the
"adjusted current earnings" preference item for purposes of the corporate
alternative minimum tax as well as a component in computing the corporate
environmental tax or (iii) a factor in determining the extent to which the
Social Security benefits of a beneficial holder of Fund shares are taxable.
If either of these Funds 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.

Page 14

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.

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 Municipal Cash Management Plus 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 dated
September 12, 1990 and February 16, 1987, and commenced operations on October
15, 1990 and December 27, 1988, respectively. Each Fund is authorized to issue
an unlimited number of shares of beneficial interest, 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.

Page 15

bility 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, the shareholder paying such liability will be entitled to reimbursement
from the general assets of such Fund. Each Fund 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 Board members.

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 toll
free 1-800-554-4611.

CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT 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.

REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT AND DREYFUS GOVERNMENT 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.

Page 17

CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND
DREYFUS TAX EXEMPT 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
AND DREYFUS TAX EXEMPT 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

Page 18

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.

TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT 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 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 not than 5% of the value of its total assets will be invested
in any one category of Taxable Investments.

Copy Rights 1996 Dreyfus Service Corporation
CMGT/p112096inv

Registration Mark

- ------------------------------------------------------------------------------
COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS TAX EXEMPT CASH MANAGEMENT
[PARTICIPANT SHARES]
- ------------------------------------------------------------------------------

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.

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 NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN
AREAS IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE AND OTHER
INFORMATION REGARDING THE 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 1-800-554-4611. WHEN TELEPHONING, ASK
FOR OPERATOR 144.

Page 2

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

<TABLE> PARTICIPANT
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .40%
Total Fund Operating Expenses.............................................. .60%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
PARTICIPANT
SHARES
1 YEAR....................................... $ 6
3 YEARS...................................... $19
5 YEARS ..................................... $33
10 YEARS..................................... $75
</TABLE>

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

The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by 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 borrowing and (with the prior written consent of the necessary
state securities commissions) extraordinary expenses) other than the
following expenses, which will be borne by the Fund: (i) the management fee
payable by the Fund monthly at the annual rate of .20 of 1% of the value of
the Fund's average daily net assets and (ii) payments made pursuant to the
Fund's Service Plan at the annual rate of .40 of 1% of the value of the
Fund's average daily net assets attributable to Participant Shares.
Institutions and certain Service Agents (as defined below) effecting
transactions in Participant Shares for the accounts of their clients may
charge their clients direct fees in connection with such transactions; such
fees are not reflected in the foregoing table. See "Management of the Funds,"
"How to Buy Shares" and "Service Plan."

Page 3

CONDENSED FINANCIAL INFORMATION

The information in the following tables pertains to the Funds'
Institutional Shares, which are not offered pursuant to this Prospectus, and
has been audited (except where noted) by Ernst & Young LLP, each Fund's
independent auditors. Further financial data, related notes, and report of
independent auditors for each Fund, with respect to Institutional Shares,
accompany the Statement of Additional Information, available upon request. No
financial information is provided for the Funds' Participant Shares which had
not been offered as of the date of the financial statements. The distribution
and service fee paid by Participant Shares will cause such shares to have a
higher expense ratio, to pay lower dividends, and to have a lower total
investment return, than Institutional Shares.

FINANCIAL HIGHLIGHTS

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

<TABLE>

Page 4

<TABLE>

DREYFUS GOVERNMENT CASH MANAGEMENT INSTITUTIONAL SHARES
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX MONTHS ENDED
-------------------------------------------------------------------------------------------------------------------
July 31, 1996
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 (Unaudited)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning
of period $1.00 $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 .065 .064 .074 .089 .079 .058 .037 .031 .041 .059. .026
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTIONS:
Dividends from
investment
income-net. (.065) (.064) (.074) (.089) (.079) (.058) (.037) (.031) (.041) (.059) (.026)
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
TOTAL INVESTMENT
RETURN 6.69% 6.63% 7.65% 9.25% 8.15% 5.97% 3.76% 3.12% 4.21% 6.01% 5.29%(1)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to
average net
assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment
income to
average net
assets.. 6.39% 6.48% 7.38% 8.84% 7.82% 5.67% 3.61% 3.08% 4.04% 5.83% 5.23%(1)
Decrease reflected
in above expense
ratios due to
undertaking by
The Dreyfus
Corporation .05% .04% .04% .05% .04% .04% .05% .03%. -- -- --
Net Assets,
end of period
(000's
omitted)..$952,688 $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 $4,407,051
(1)Annualized.
</TABLE>

<TABLE>

DREYFUS TREASURY PRIME CASH MANAGEMENT* INSTITUTIONAL SHARES
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED FEBRUARY 28/29, SIX MONTHS ENDED
---------------------------------------------------------------------------------------------
August 31, 1996
1989(1) 1990 1991 1992 1993 1994 1995 1996 (Unaudited)
------- ------- ------- ------- ------- ------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of period $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 .024
----- ----- ----- ----- ----- ----- ----- ----- -----
Distributions:
Dividends from
investment income--net (.015) (.083) (.076) (.055) (.035) (.030) (.043) (.055) (.024)
----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period...... $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% 5.08%
ratios/supplemental data:
Ratio of expenses to
average net assets .20%(2) .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment
income to average
net assets 8.42%(2) 8.20% 7.39% 5.35% 3.45% 2.99% 4.26% 5.53% 5.03%
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 period
(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 $3,037,059
*On September 11, 1996, the Fund's Board approved changing the Fund's fiscal
year end to January 31.
(1).From December 27, 1988 (commencement of operations) to February 28, 1989.
(2).Annualized.
</TABLE>

Page 5

<TABLE>

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS* INSTITUTIONAL SHARES
----------------------------------------------------------------------------------
FISCAL YEAR ENDED DECEMBER 31, SIX MONTHS ENDED
----------------------------------------------------------
1990(1) 1991 1992 1993 1994 1995 June 30, 1996
(Unaudited)
------- ------- ------- ------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period...... $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 .017
----- ----- ----- ----- ----- ----- -----
Distributions:
Dividends from investment income-net........ (.013) (.047) (.031) (.024) (.027) (.038) (.017)
----- ----- ----- ----- ----- ----- -----
Net asset value, end of period...............$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% 3.39%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.. .20%(2) .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% 3.37%(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 period (000's omitted).. $22,911 $151,085 $259,416 $364,584 $192,710 $194,088 $170,483
*On September 11, 1996, the Fund's Board approved changing the Fund's fiscal
year end to January 31.
(1) From October 15, 1990 (commencement of operations) to December 31, 1990.
(2) Annualized.
</TABLE>

<TABLE>

DREYFUS TAX EXEMPT CASH MANAGEMENT INSTITUTIONAL SHARES
-------------------------------------------------------------------------------------------------------------------

FISCAL YEAR ENDED JANUARY 31, SIX MONTHS ENDED
---------------------------------------------------------------------------------------------
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 July 31, 1996
(Unaudited)
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset
value, beginning
of period $1.00 $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 .045 .044 .052 .062 .057 .042 .028 .023 .028 .037 .016
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment
income-net....(.045) (.044) (.052) (.062) (.057) (.042) (.028) (.023) (.028) (.037) (.016)
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== -----
TOTAL INVESTMENT
RETURN. 4.58% 4.52% 5.27% 6.35% 5.85% 4.25% 2.83% 2.29% 2.83% 3.72% 3.21%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average
net assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment
income to
average net
assets.. 4.38% 4.41% 5.20% 6.15% 5.70% 4.16% 2.77% 2.26% 2.73% 3.64% 3.19%(1)
Decrease reflected
in above expense
ratios due to
undertaking by
The Dreyfus
Corporation .04% .03% .03% .04% .03% .05% .04% .04% -- -- --
Net Assets,
end of period
(000's
omitted)...$839,388 $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 $1,229,499
(1)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."
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.
As to Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt
Cash Management, tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate, would be equivalent
to a stated yield or effective yield calculated as described above.
Comparative performance information may be used from time to time
in advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE 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. 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 Municipal Cash
Management Plus, and Dreyfus Tax Exempt Cash Management, 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 will
purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance with procedures
established by the Board. The nationally recognized statistical rating
organizations currently rating

Page 7

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 Federal government
or any other type of money market instrument or security.

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.

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,
Page 8

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.

INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
AND DREYFUS TAX EXEMPT 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.

MANAGEMENT OF THE FUNDS

Page 9

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.

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. Wells Fargo Bank,
N.A., 707 Wilshire Boulevard, Los Angeles California 90017, is Sub-custodian
(the "Sub-custodian") as to Dreyfus Cash Management, Dreyfus Government Cash
Management, and Dreyfus Treasury Prime Cash Management.

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, Dreyfus Cash Management
Plus, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus New York
Municipal Cash Management, and Dreyfus

Page 10

Treasury Cash Management; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among 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") and
other institutions may charge their clients fees in connection with purchases
of Participant Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Participant Shares may be purchased by wire, by telephone or through
compatible computer facilities. All payments should be made in U.S. dollars
and, to avoid fees and delays, should be drawn only on U.S. banks. To place
an order by telephone or to determine whether their computer facilities are
compatible with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Participant Shares are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
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 GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT -- Each of these Fund's net asset value per
share is determined as of 5:00 p.m., New York time/2:00 p.m., California
time, on each day the New York Stock Exchange or the Transfer Agent is open
for business. Net asset value per share of each class of shares is computed
by dividing the value of the Fund's net assets represented by such class
(i.e., the value of its assets less liabilities) by the total number of
shares of such class outstanding. See "Determination of Net Asset Value" in
the Statement of Additional Information.

A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 2:00 p.m.,
California time, and the shares purchased will receive the dividend declared
on that day if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
- -- Each of these Fund's net asset value per share is determined as of 12:00
Noon, 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.
Except in the case of telephone orders, investors whose payments
are received in or converted into Federal Funds by 12:00 Noon, New York time,
by the Custodian will receive the dividend declared that day. Investors whose
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Custodian will begin to accrue dividends on the
following business day.

Page 11

SHAREHOLDER SERVICES

FUND EXCHANGES -- An investor may purchase, in exchange for Participant
Shares of a Fund, Participant Shares of another Fund or of Dreyfus Cash
Management Plus, Inc., Dreyfus New York Municipal Cash Management, or Dreyfus
Treasury Cash Management, which have different investment objectives and
management policies that may be of interest to investors. Upon an exchange
into a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
fund into which the exchange is made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Computer
Facilities and the dividend/capital gain distribution option selected by the
investor.

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

DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Participant Shares of a Fund, in Participant Shares
of any other Fund or of Dreyfus Cash Management Plus, Inc., Dreyfus New York
Municipal Cash Management, or Dreyfus Treasury Cash Management, if the
investor is a shareholder in such fund. The amount an investor designates,
which can be expressed either in terms of a specific dollar or share amount,
will be exchanged automatically on the first and/or fifteenth of the month
according to the schedule that the investor has selected. Shares will be
exchanged at the then-current net asset value. The right to exercise this
Privilege may be modified or cancelled by the Fund or the Transfer Agent. An
investor may modify or cancel the exercise of this Privilege at any time by
mailing written notification to Dreyfus Institutional Services Division, EAB
Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New York
11556-0144. 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 and the funds eligible to participate in this Privilege, or to
obtain a Dreyfus Auto-Exchange Authorization Form, please call one of the
telephone numbers listed under "General Information." See "Dividends,
Distributions and Taxes."

HOW TO REDEEM SHARES

GENERAL
Investors may request redemption of Participant Shares at any time
and the shares will be redeemed at the next determined net asset value.

None of these Funds impose charges when Participant Shares are
redeemed. Service Agents or other institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any share certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the 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.

Page 12

DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT -- If a request for redemption is received in
proper form by Dreyfus Institutional Services Division in New York by 5:00
p.m., New York time, or in Los Angeles by 12:00 Noon, California time, the
proceeds of the redemption, if transfer by wire is requested, ordinarily will
be transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If the request is received later
that day in New York or Los Angeles, the shares will receive the dividend
declared on that day and the proceeds of redemption, if wire transfer is
requested, ordinarily will be transmitted in Federal Funds on the next
business day.

PROCEDURES
Investors may redeem Participant Shares by wire or telephone, or
through compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. 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 COMPUTER FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through compatible
computer facilities. Investors desiring to redeem shares in this manner
should call Dreyfus Institutional Services Division at one of the telephone
numbers listed under "General Information" to determine whether their
computer facilities are compatible and to receive instructions for redeeming
Participant Shares in this manner.
SERVICE PLAN

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 Participant
Shares shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts ("Servicing"), at an
aggregate annual rate of .40 of 1% of the value of the Fund's average daily net
assets attributable to Participant Shares. Each of the Distributor and
Dreyfus may pay one or more Service Agents a fee in respect of the Fund's
Participant Shares owned by shareholders with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the dealer or holder
of record. Each of the Distributor and Dreyfus determines the amounts, if
any, to be paid to Service Agents under the Service Plan and the basis on
which such payments are made. Generally, the Service Agent will provide
holders of Participant Shares a consolidated statement, checkwriting
privileges, automated teller machine access, and bill paying services. The
fee payable for Servicing is intended to be a "service fee" as defined

Page 13

under Rule 2830 of the NASD Conduct Rules. The fees payable under the Service
Plan are payable without regard to actual expenses incurred.

DIVIDENDS, DISTRIBUTIONS AND TAXES

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, or the New York Stock Exchange only, as to Dreyfus Government
Cash Management, Dreyfus Treasury Prime Cash Management, Dreyfus Municipal
Cash Management Plus, and Dreyfus Tax Exempt Cash Management, is open for
business. Participant Shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the prior business day. Dividends
usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Participant Shares at net asset value
or, at the investor's option, paid in cash. If an investor redeems all
Participant Shares in its account at any time during the month, all dividends
to which the investor is entitled will be paid along with the proceeds of the
redemption. An omnibus accountholder may indicate in a partial redemption
request that a portion of any accrued dividends to which such account is
entitled belongs to an underlying accountholder who has redeemed all shares
in his or her account, and such portion of the accrued dividends will be paid
to the accountholder along with the proceeds of the redemption. Distributions
from net realized securities gains, if any, generally are declared and paid
once a year, but the Fund may make distributions on a more frequent basis to
comply with the distribution requirements of the Code, in all events in a
manner consistent with the provisions of the 1940 Act. 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 Dreyfus Cash Management, Dreyfus Government Cash
Management, and Dreyfus Treasury Prime Cash Management derived from net
investment income and dividends paid by Dreyfus Municipal Cash Management
Plus and Dreyfus Tax Exempt Cash Management derived from Taxable Investments,
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 Participant 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 Dreyfus Municipal Cash Management
Plus and Dreyfus Tax Exempt Cash Management will not be subject to Federal
income tax. Dividends and distributions may be subject to state and local
taxes. Although all or a substantial portion of the dividends paid by Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each of these Funds may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, (ii) a component of the
"adjusted current earnings" preference item for purposes of the corporate
alternative minimum tax as well as a component in computing the corporate
environmental tax or (iii) a factor in determining the extent to which the
Social Security benefits of a beneficial holder of Fund shares are taxable.
If either of these Funds 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.

Page 14

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 Dreyfus Municipal Cash Management Plus and Dreyfus
Tax Exempt Cash Management, these statements will set forth the dollar amount
of income exempt from Federal tax and the dollar amount, if any, subject to
Federal tax. These dollar amounts will vary depending on the size and length
of time of the investor's investment in the Fund. If Dreyfus Municipal Cash
Management Plus or Dreyfus Tax Exempt Cash Management pays dividends derived
from taxable income earned on the 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.

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 Municipal Cash Management Plus 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 dated
September 12, 1990 and February 16, 1987, and commenced operations on
October 15, 1990 and December 27, 1988, respectively. Each Fund is authorized
to issue an unlimited number of shares of beneficial interest, 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.

Page 15

Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of a Fund. However, each
Fund's 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, the shareholder paying such liability will be entitled to reimbursement
from the general assets of such Fund. Each Fund 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 Board members.

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 toll
free 1-800-554-4611.

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 or 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 GOVERNMENT CASH MANAGEMENT) -- The Fund
may lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete certain
transactions. The Fund continues to be entitled to payments in amounts equal
to the interest or other distributions payable on the loaned securities which
affords the Fund an opportunity to earn interest on the amount of the loan
and on the loaned securities' collateral. Loans of portfolio securities may
not exceed 20% of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or 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 are terminable by the Fund
at any time upon specified notice. The Fund might experience risk of loss if
the institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Fund.

CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT 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.

REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT AND DREYFUS GOVERNMENT 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.

Page 17

CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND
DREYFUS TAX EXEMPT 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
AND DREYFUS TAX EXEMPT 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

Page 18

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.

TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT 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 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.

Copy Rights 1996 Dreyfus Service Corporation
CMGT/p112096par

Registration Mark

DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS TAX EXEMPT CASH MANAGEMENT
COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)
NOVEMBER 20, 1996
(FOR INSTITUTIONAL SHARES, ADMINISTRATIVE SHARES, INVESTOR SHARES
AND PARTICIPANT SHARES)

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
for each class of shares of Dreyfus Cash Management, Dreyfus Government
Cash Management, Dreyfus Treasury Prime Cash Management, Dreyfus Municipal
Cash Management Plus and Dreyfus Tax Exempt Cash Management (each, a "Fund"
and collectively, the "Funds"), each dated November 20, 1996, as they may
be revised from time to time. To obtain a copy of the Prospectus for a
class of shares of a Fund, please write to a 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-14
Management Agreements . . . . . . . . . . . . . . . . . . . B-18
How to Buy Shares . . . . . . . . . . . . . . . . . . . . . B-21
Service Plans . . . . . . . . . . . . . . . . . . . . . . . B-22
Shareholder Services Plans . . . . . . . . . . . . . . . . B-23
How to Redeem Shares. . . . . . . . . . . . . . . . . . . . B-24
Determination of Net Asset Value. . . . . . . . . . . . . . B-25
Shareholder Services. . . . . . . . . . . . . . . . . . . . B-26
Dividends, Distributions and Taxes. . . . . . . . . . . . . B-27
Portfolio Transactions. . . . . . . . . . . . . . . . . . . B-27
Yield Information . . . . . . . . . . . . . . . . . . . . . B-28
Information About the Funds . . . . . . . . . . . . . . . . B-30
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors. . . . . . . . . . . . . B-30
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . B-32
Appendix B . . . . . . . . . . . . . . . . . . . . . . . . B-34
Appendix C. . . . . . . . . . . . . . . . . . . . . . . . . B-38
Financial Statements and Reports of Independent Auditors. . B-40

INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

Portfolio Securities

U.S. Government Securities. (Dreyfus Cash Management 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) 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. Investments in time deposits generally are limited to London
branches of domestic banks that have total assets in excess of one billion
dollars. 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.

Investments in time deposits and certificates of deposit ("CDs") are
limited to domestic banks having total assets in excess of $1 billion or to
London branches of such domestic banks. The 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.

Both domestic banks and London branches of domestic banks are subject
to extensive but different governmental regulations which may limit both
the amount and types of loans which may be made and interest rates which
may be charged. In addition, the profitability of the banking industry is
largely dependent upon the availability and cost of funds for the purpose
of financing lending operations under prevailing money market conditions.
General economic conditions as well as exposure to credit losses arising
from possible financial difficulties of borrowers play an important part in
the operations of this industry.

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
are, among other things, generally 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 London branches
of domestic banks.

CDs held by the Fund, other than those issued by banks with less than
one billion dollars 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.

Repurchase Agreements. (Dreyfus Cash Management and Dreyfus
Government 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 and
Dreyfus Tax Exempt Cash Management) The average distribution of
investments (at value) in Municipal Obligations by ratings of Dreyfus
Municipal Cash Management Plus1 for the fiscal year ended December 31,
1995, and of Dreyfus Tax Exempt Cash Management for the fiscal year ended
January 31, 1996, computed on a monthly basis, were as follows:

Percentage of Value

Dreyfus
Municipal
Fitch Investors Moody's Investors Standard & Poor's Cash Dreyfus
Service, L.P. Service, Inc. Ratings Group Management Tax Exempt
("Fitch") or ("Moody's") or ("S&P") Plus Cash Management
<S> <C> <C> <C> <C>
F-1+/F-1 VMIG 1/MIG 1, SP-1+/SP-1, 96.2% 96.2%
P-1 A-1+/A-1
F-2 MIG 2 SP-2 - 2.2%
AAA/AA Aaa/Aa AAA/AA 0.4% 0.9%
Not Rated Not Rated Not Rated 3.4%* 0.7%*
100.0% 100.0%
</TABLE>
_______________________

1 On September 11, 1996, the Board of Dreyfus Municipal Cash Management
Plus approved changing the Fund's fiscal year end from December 31 to
January 31.

* Included in the Not Rated category are securities comprising 3.4% and
0.7% of the market value of Dreyfus Municipal Cash Management Plus and
Dreyfus Tax Exempt 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 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 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, neither
of these Fund's 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. (Dreyfus Municipal Cash Management
Plus and Dreyfus Tax Exempt Cash Management) If, subsequent to its
purchase by a 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 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 (Dreyfus Municipal Cash Management Plus and
Dreyfus Tax Exempt Cash Management) The taxable investments in which these
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 these 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 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.

Forward Commitments. (Dreyfus Municipal Cash Management Plus and
Dreyfus Tax Exempt Cash Management) Municipal Obligations and other
securities purchased on a forward commitment or when-issued basis are
subject to changes in value (generally changing in the same way, i.e.,
appreciating when interest rates decline and depreciating when interest
rates rise) based upon the public's perception of the creditworthiness of
the issuer and changes, real or anticipated, in the level of interest
rates. Securities purchased on a 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 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 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.

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. 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 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.

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.

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.

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. 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.

* * * *

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.

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. 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."

* * * *

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

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

ISABEL P. DUNST, Board Member. Partner in the law firm of Hogan & Hartson
since 1990. From 1986 to 1990, 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. Ms. Dunst is 49 years old and her address
is c/o Hogan & Hartson, Columbia Square, 555 Thirteenth Street, N.W.,
Washington, D.C. 20004-1109.

LYLE E. GRAMLEY, Board Member. Consulting economist, since June 1992, and,
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. Mr.
Gramley is 69 years old and his address is 12901 Three Sisters Road,
Potomac, Maryland 20854.

WARREN B. RUDMAN, Board Member. Since January 1993, Partner in the law
firm Paul, Weiss, Rifkind, Wharton & Garrison. From January 1981 to
January 1993, Mr. Rudman served as a United States Senator from the State
of New Hampshire. Since May 1995, Mr. Rudman has served as a director of
Collins & Aikman Corporation. Since January 1993, Mr. Rudman has served as
a director of Chubb Corporation and the Raytheon Company. Since 1988, Mr.
Rudman has served as a trustee of Boston College, and since 1986 as a
member of the Senior Advisory Board of the Institute of Politics of the
Kennedy School of Government at Harvard University. He also served as Vice
Chairman of the President's Foreign Intelligence Advisory Board. From
January 1993 to December 1994, Mr. Rudman had served as Vice Chairman of
the Federal Reserve Bank of Boston. Mr. Rudman is 66 years old and his
address is 1615 L Street, N.W., Suite 1300, Washington D.C. 20036.

No shareholder meetings will be held for the purpose of electing Board
members unless and until such time as less than a majority of the Board
members holding office have been elected by shareholders, at which time the
Board members then in office will call a shareholders' meeting for the
election of Board members. Under the 1940 Act, shareholders of record of
not less than two-thirds of the outstanding shares of the Fund may remove a
Board member through a declaration in writing or by vote cast in person or
by proxy at a meeting called for that purpose. 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. Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate amount of
compensation payable to each Board member by each Fund for its most recent
fiscal year end and by all funds in the Dreyfus Family of Funds for which
such person is a Board member (the number of which is set forth in
parenthesis next to each Board member's total compensation) for the year
ended December 31, 1995, were as follows:

Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex paid
Member and Fund Fund(*)(+) to Board Member
_________________ ________________ _____________________
David W. Burke $253,654 (53)

Isabel P. Dunst $46,500 (8)

Lyle E. Gramley $46,500 (8)

Warren B. Rudman $85,500 (18)

Dreyfus Cash Management $5,500
Dreyfus Government 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
___________________________
(*) Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $533 with respect to each of Dreyfus Cash
Management, Dreyfus Government Cash Management, and Dreyfus Tax Exempt Cash
Management, $365 with respect to Dreyfus Municipal Cash Management Plus,
and $488 with respect to Dreyfus Treasury Prime Cash Management.

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

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. Prior to December 1991, she served as Vice President and
Controller, and later as Senior Vice President, of The Boston Company
Advisors, Inc. She is 38 years old.

JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President and
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From February 1992 to
July 1994, he served as Counsel for The Boston Company Advisors, Inc. From
August 1990 to February 1992, he was employed as an Associate at Ropes &
Gray. He is 31 years old.

ELIZABETH BACHMAN, Vice President and Assistant Secretary. Assistant Vice
President of the Distributor and an officer of other investment companies
advised or administered by the Manager. She is 26 years old.

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

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

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

JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. 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 33 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 November 5, 1996.

Set forth in Appendix C 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 or Investor Shares outstanding
on November 5, 1996. No information is provided for each Fund's
Administrative Shares or Participant Shares because such share classes had
not been offered prior to the date of this Statement of Additional
Information.

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

MANAGEMENT AGREEMENTS

The following information supplements and should be read in
conjunction with the section in each Fund 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 22, 1996. 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; Philip L. Toia, Vice
Chairman--Operations and Administration and a director; William T.
Sandalls, Jr., Senior Vice President and Chief Financial Officer; Elie M.
Genadry, Vice President--Institutional Sales; William F. Glavin, Jr., Vice
President--Corporate Development; Mark N. Jacobs, Vice President, General
Counsel and Secretary; Patrice M. Kozlowski, Vice President--Corporate
Communications; Mary Beth Leibig, Vice President--Human Resources; Jeffrey N.
Nachman, Vice President--Mutual Fund Accounting; Andrew S. Wasser, Vice
President--Information Systems; Elvira Oslapas, Assistant Secretary; and Mandell
L. Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene and Julian M.
Smerling, directors.

The Manager manages 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 Government Cash Management and Dreyfus
Treasury Prime Cash Management are Robert P. Fort, Jr., Garitt Kono,
Bernard Kiernan, Patricia A. Larkin and Thomas Riordan. The portfolio
managers of Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt
Cash Management 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 as well as
for other funds advised by the Manager. All purchases and sales are
reported for the Board's review at the meeting subsequent to such
transactions.

The Manager maintains office facilities on behalf of 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:

Management Fee Paid
Fiscal Year Ended December 31
Name of Fund 1995 1994 1993

Dreyfus Municipal Cash
Management Plus $461,349 $617,875 $456,965*

* Reflects a reduction in the management fee of $242,853 in fiscal
1993 pursuant to an undertaking then in effect.

Management Fee Paid
Fiscal Year Ended January 31
Name of Fund 1996 1995 1994

Dreyfus Cash Management $5,179,993 $4,607,084 $7,002,528*

Dreyfus Government Cash
Management $8,865,414 $6,672,265 $11,230,606*

Dreyfus Tax Exempt Cash
Management $2,960,202 $2,972,503 $2,978,463*

* Reflects reductions in the management fees in fiscal 1994 of $1,012,789 with
respect to Dreyfus Cash Management, $1,680,719 with respect to Dreyfus
Government Cash Management, and $685,536 with respect to Dreyfus Tax Exempt
Cash Management, pursuant to undertakings then in effect.

Management Fee Paid
Fiscal Year Ended February 28/29
Name of Fund 1996 1995 1994

Dreyfus Treasury Prime
Cash Management $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.

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 Fund 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 his order to
purchase Fund shares is paid for other than in Federal Funds, the
securities dealer, bank or other financial institution, acting on behalf of
its customer, will complete the conversion into, or itself advance, Federal
Funds generally on the business day following receipt of the customer
order. The order is effective only when so converted and received by the
Fund's Custodian or, with respect to Dreyfus Cash Management, Dreyfus
Government Cash Management and Dreyfus Treasury Prime Cash Management only,
the Sub-Custodian. An order for the purchase of shares placed by an
investor with a sufficient Federal Funds or cash balance in its brokerage
account with a securities dealer, bank or other financial institution will
become effective on the day that the order, including Federal Funds, is
received by the Fund's Custodian or, with respect to Dreyfus Cash
Management, Dreyfus Government Cash Management and Dreyfus Treasury Prime
Cash Management only, the Sub-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 the relevant Fund Prospectus for
Administrative Shares, Investor Shares or Participant Shares (as
applicable) 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 22,
1996. 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
Investor Shares ("Distributor Payments") and (ii) Dreyfus for advertising
and marketing Investor Shares and for providing services to holders of
Investor Shares ("Dreyfus Payments"), for the Fund's most recent fiscal
year. No data is provided with respect to amounts paid pursuant to the
Service Plan for Administrative Shares and Participant Shares as such
classes had not been offered as of each Fund's fiscal year end.

Total Amount
Paid Pursuant to
Service Plan (as to Distributor Dreyfus
Name of Fund Investor Shares only) Payments Payments

Dreyfus Cash
Management1 $445,940 $351,716 $ 94,224

Dreyfus Government
Cash Management1 $366,469 $264,632 $101,837

Dreyfus Treasury
Prime Cash
Management2 $537,771 $534,909 $ 2,862

Dreyfus Municipal
Cash Management3 $ 24,719 $ 21,627 $ 3,092

Dreyfus Tax Exempt
Cash Management1 $151,174 $150,238 $ 936
__________________
1 For fiscal year ended January 31, 1996.
2 For fiscal year ended February 29, 1996.
3 For fiscal year ended December 31, 1995.

SHAREHOLDER SERVICES PLANS
(INSTITUTIONAL SHARES ONLY)

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

Each Fund, as to its Institutional Shares only, has adopted a
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 Fund Prospectus entitled "How to
Redeem Shares."

Redemption by Wire or Telephone. By using this procedure, the
investor authorizes the Transfer Agent to act on wire or telephone
redemption instructions from any person representing himself or herself to
be an authorized representative of the investor, and reasonably believed by
the Transfer Agent to be genuine. Ordinarily, each Fund will initiate
payment for shares redeemed pursuant to this procedure on the same business
day if Dreyfus Institutional Services Division receives the redemption
request in proper form (i) at its New York office by 5:00 p.m., New York time;
or at its Los Angeles office by 12:00 Noon, California time, on such day, for
Dreyfus Cash Management, Dreyfus Government Cash Management, and Dreyfus
Treasury Prime Cash Management; or (ii) by 12:00 Noon, New York time, on such
day for Dreyfus Municipal Cash Management Plus or Dreyfus Tax Exempt Cash
Management; otherwise the Fund will initiate payment on the next business day.
Redemption proceeds will be transferred by Federal Reserve wire only to a
bank that is a member of the Federal Reserve System.

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

Transfer Agent's
Transmittal Code Answer Back Sign
_______________ ________________

144295 144295 TSSG PREP

Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free. Investors should advise the operator that the
above transmittal code must be used and should 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 Fund 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 Dreyfus Municipal Cash
Management Plus and Dreyfus Tax Exempt Cash Management, 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 Fund 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 Cash Management
Plus, Inc., Dreyfus Institutional Short Term Treasury Fund (which offers
Institutional Shares and Investor Shares only), Dreyfus New York Municipal
Cash Management, and Dreyfus Treasury Cash Management. To request an
exchange, exchange instructions must be given in writing or by telephone.
By using the Telephone Exchange Privilege, the investor authorizes the
Transfer Agent to act on exchange instructions from any person representing
himself or herself to be an authorized representative of the investor and
reasonably believed by the Transfer Agent to be genuine. Telephone
exchanges may be subject to limitations as to the amount involved or the
number of telephone exchanges permitted. Shares will be exchanged at the
net asset value next determined after receipt of an exchange request in
proper form. Shares in certificate form are not eligible for telephone
exchange.

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

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

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

No yield information is provided with respect each Fund's
Administrative Shares and Participant Shares as such classes of shares had
not been offered as of to the date of the financial statements incorporated
by reference into this Statement of Additional Information.

For the seven-day period ended June 30, 1996, with respect to Dreyfus
Municipal Cash Management Plus; July 31, 1996, with respect to Dreyfus Cash
Management, Dreyfus Government Cash Management, and Dreyfus Tax Exempt Cash
Management; and August 31, 1996, with respect to Dreyfus Treasury Prime
Cash Management, the yield and effective yield for Institutional Shares and
Investor Shares of each Fund were as follows:

Name of Fund and Class Yield Effective Yield

Dreyfus Municipal Cash Management Plus
Institutional Shares 3.46% 3.52%
Investor Shares 3.23% 3.28%

Dreyfus Cash Management
Institutional Shares 5.24% 5.38%
Investor Shares 4.99% 5.11%

Dreyfus Government Cash Management
Institutional Shares 5.25% 5.39%
Investor Shares 4.99% 5.11%

Dreyfus Tax Exempt Cash Management
Institutional Shares 3.38% 3.44%
Investor Shares 3.12% 3.17%

Dreyfus Treasury Prime Cash Management
Institutional Shares 5.08% 5.21%
Investor Shares 4.83% 4.95%

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 Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt
Cash Management, 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 1996 Federal income tax rate of 39.60%, the 7-day tax equivalent
yield for Institutional Shares and Investor Shares of Dreyfus Municipal
Cash Management Plus for the period ended June 30, 1996 was 5.73% and
5.35%, respectively, and of Dreyfus Tax Exempt Cash Management for the
period ended July 31, 1996 was 5.60% and 5.17%, respectively. The tax
equivalent yield noted above represents the application of the highest
Federal marginal personal income tax rate currently in effect. The tax
equivalent figure, however, does not include the potential effect of any
state or local (including, but not limited to, county, district or city)
taxes, including applicable surcharges. In addition, there may be pending
legislation which could affect such stated tax rate or yield. 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 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.

INFORMATION ABOUT THE FUNDS

The following information supplements and should be read in
conjunction with the section in each Fund 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 a multibillion
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 October 31, 1996, the total net assets of all of the
funds composing the Dreyfus Family of Cash Management Funds, amounted to
approximately $25 billion.

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

Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, P.O.
Box 9671, Providence, Rhode Island 02940-9671, is 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.

Wells Fargo Bank, N.A., 707 Wilshire Boulevard, Los Angeles,
California 90017, serves as sub-custodian for the investments of Dreyfus
Cash Management, Dreyfus Government Cash Management, and Dreyfus Treasury
Prime Cash Management.

Dreyfus Transfer, Inc., The Bank of New York, and Wells Fargo Bank,
N.A. have no 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, 7 Hanover Square, New York, New York
10004-2696, 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)

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
(DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
AND
DREYFUS TAX EXEMPT CASH MANAGEMENT)

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. Bonds in the Aa category which Moody's
believes possess the strongest investment attributes are designated by the
symbol Aa1.

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

Set forth below, as to Institutional Shares and Investor Shares of
each Fund, 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) Laba & Co., PO Box 1443, Chicago, IL. 60690
(5.91%) and (2) Norwest Bank Minnesota NA, 733 Marquette Avenue,
Minneapolis, MN 55479 (5.79%).

Investor Shares: (1) Mellon Bank AIS N.A., Account, Three Mellon Bank
Center, Pittsburgh, PA 15259 (Account No. 1 - 30.2%; Account No. 2 -
18.81%); (2) Home Fed Trust Co., 625 Broadway, San Diego, CA 92101
(10.73%); (3) The Dreyfus Trust Company TTEE FDC Incentive Savings Plan, 1
Cabot Road, Medford, MA 02155 (10.18%); and (4) Mellon Bank, N.A., Capital
Markets Customers, One Mellon Bank Center, Pittsburgh PA 15258 (5.1%).

Dreyfus Government Cash Management

Institutional Shares: First Interstate Bank of Texas, Investment
Operations Dept., PO Box 3326, Houston, TX 77253 (7.3%).

Investor Shares - (1) Mellon Bank, N.A., AIS Account, Three Mellon
Bank Center, Pittsburgh, PA 15259 (Account No. 1 - 18.35%; Account No. 2 -
15.35%); (2) Capital Network Service, 1 Bush Street, San Francisco, Ca
94104 (10.45%); (3) FBS Investment Services, Inc., 100 S. Sta. Street,
Minneapolis, MN 55402 (8.6%) ; and (4) HomeFed Trust Co., 625 Broadway, San
Siego, CA 92101 (6.02%).

Dreyfus Treasury Prime Cash Management

Institutional Shares - Allen & Co., Inc., 711 5th Avenue, New York, NY
10022 (6.16%)

Investor Shares - (1) Saturn & Co., 89 South Street, Boston, MA 02111
(15.84%); (2) Republic Bank California, 445 N. Bedford Drive, Beverly Hills
CA 90210 (14.27%); (3) Kinco & Co., 1 Hanson Place, Brooklyn, NY 11243
(14.12%); (4) Capital Network Service, 1 Bush Street, San Francisco, CA
94104 (12.42%); (5) Var & Co., 180 5th Street, St. Paul, MN 55101 (10.99%);
and (6) Harris Trust & Savings Bank, 200 W. Monroe Street, Chicago, IL
60606 (6.41%).

Dreyfus Municipal Cash Management Plus

Institutional Shares: (1) Bank One Texas, 1717 Main Street, Dallas,
TX 75201 (20.44%); (2) Comerica Bank, PO Box 650282, Dallas, TX 75265
(Account No. 1 - 13.47%; Account No. 2 - 6.81%); (3) American National Bank
& Trust Co., 740 Cherry Street, Chattanooga, TN 37402 (8.61%); (4) NBD
Bank, NA, 1 Indiana Square, Indianapolis, IN 46266 (7.26%); (5) Crestar
Bank, 11 South 10th Street, Richmond, VA 23219 (6.71%); (6) Bank One
Capital, 1717 New Street, Dallas, TX 75201 (6.51%); and (7) Sun Bank, N.A.,
200 S. Orange Avenue, Orlando, FL 32801 (5.09%).

Investor Shares: (1) Barnett Bank of Jacksonville, PO Box 45147,
Jacksonville, FL 32232 (22.45%); (2) Capital Network Service, 1 Bush
Street, San Francisco, CA 94104 (17.91%); (3) FBS Services, Inc., 1005 5th
Street, Minneapolis, Mn 55402 (17.38%); (4) Elixir Industries, 17925 S.
Broadway, Gardenia, CA 90248 (14.83%); (5) Crestar Bank, 11 S. 10th Street,
Richmond, VA 23219 (9.03%); and (6) Dyke Industries, 309 Center Street,
Little Rock, AR 72201 (7.91%).

Dreyfus Tax Exempt Cash Management

Institutional Shares: (1) Bank One Texas, 1717 Main Street, Dallas TX
75201 (7.79%); (2) Patterson & Co., 530 Walnut Street, Philadelphia, PA
19172 (7.28%); (3) Trussal & Co., PO Box 1770, Detroit, MI 48232 (6.61%);
(4) Wells Fargo Bank, 26610 Agoura Road, Calabasas, CA 91302 (5.81%); and
(5) Norwest Bank Minnesota, 733 Marqurette Avenue, Minneapolis, MN 55479
(5.31%).

Investor Shares: (1) Saturn & Co., 89 South Street, Burton, MA
(24.87%); (2) Cudd & Co., 1211 Avenue of the Americas, New York, NY 10036
(22.93%); (3) Bost & Co., 3 Mellon Bank Center, Pittsburgh, PA 15259
(17.22%); and (4) Mellon Bank, N.A., 3 Mellon Bank Center, Pittsburgh, PA
15259 (5.19%).

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 November 20, 1996. When
requesting a copy of this Statement of Additional Information, you will
receive the annual and/or semi-annual reports for the Fund(s) in which you
are a shareholder.

Name of Fund Annual Report Semi-Annual Report

Dreyfus Cash Management January 31, 1996 July 31, 1996

Dreyfus Government January 31, 1996 July 31, 1996
Cash Management

Dreyfus Treasury Prime February 29, 1996 August 31, 1996
Cash Management

Dreyfus Municipal Cash December 31, 1995 June 30, 1996
Management Plus

Dreyfus Tax Exempt January 31, 1996 July 31, 1996
Cash Management