FIRST PRAIRIE CASH MANAGEMENT, 497, 1994-02-22

FIRST PRAIRIE CASH MANAGEMENT
497, 1994-02-22

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                                                           February 22, 1994


                         FIRST PRAIRIE CASH MANAGEMENT

                           Supplement to Prospectus
                            Dated September 8, 1993


     The following information supplements and should be read in conjunction
with the section of the Fund's Prospectus entitled "Management of the Fund."

     The Dreyfus Corporation ("Dreyfus") has entered into an Agreement and
Plan of Merger providing for the merger of Dreyfus with a subsidiary of
Mellon Bank Corporation ("Mellon").

     Following the merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon Bank, N.A.  Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory approvals
and approvals of the stockholders of Dreyfus and of Mellon.  The merger is
expected to occur in mid-1994, but could occur significantly later.