DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
485BPOS, 1994-04-29
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                                                          File No. 33-50379
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               [X]
   
     Pre-Effective Amendment No.                                      [ ]

     Post-Effective Amendment No. 1                                   [X]

                                     and/or


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       [X]
   
     Amendment No. 1                                                  [X]
    

                      (Check appropriate box or boxes.)

               DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
             (Exact Name of Registrant as Specified in Charter)


          c/o The Dreyfus Corporation
          200 Park Avenue, New York, New York          10166
          (Address of Principal Executive Offices)     (Zip Code)


     Registrant's Telephone Number, including Area Code: (212) 922-6000

                         Daniel C. Maclean III, Esq.
                               200 Park Avenue
                          New York, New York 10166
                   (Name and Address of Agent for Service)


It is proposed that this filing will become effective (check appropriate
box)
   
          immediately upon filing pursuant to paragraph (b) of Rule 485
     ----
      X   on May 13, 1994 pursuant to paragraph (b) of Rule 485
     ----
          60 days after filing pursuant to paragraph (a) of Rule 485
     ----
          on     (date)      pursuant to paragraph (a) of Rule 485
     ----
    
   
     Registrant has registered an indefinite number of shares of its
beneficial interest under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940.  Registrant's Rule
24f-2 Notice for the fiscal year ending September 30, 1994 will filed on
or about November 30, 1994.
    

               DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
                Cross-Reference Sheet Pursuant to Rule 495(a)


Items in
Part A of
Form N-1A      Caption                                      Page
_________      _______                                      ____
   
   1           Cover Page                                     Cover

   2           Synopsis                                       2

   3           Condensed Financial Information                2

   4           General Description of Registrant              3,12

   5           Management of the Fund                         6

   5(a)        Management's Discussion of Fund's Performance  *

   6           Capital Stock and Other Securities             12

   7           Purchase of Securities Being Offered           6

   8           Redemption or Repurchase                       8

   9           Pending Legal Proceedings                      *
    


               DREYFUS INSTITUTIONAL SHORT-TERM TREASURY FUND
          Cross-Reference Sheet Pursuant to Rule 495(a) (continued)


Items in
Part B of
Form N-1A      Caption                                        Page
_________      _______                                        _____
   
   17          Brokerage Allocation                           B-13

   18          Capital Stock and Other Securities             B-15

   19          Purchase, Redemption and Pricing               B-9,11,12
               of Securities Being Offered

   20          Tax Status                                     *

   21          Underwriters                                   B-1,9

   22          Calculations of Performance Data               B-12

   23          Financial Statements                           B-17
    

Items in
Part C of
Form N-1A
_________
   
   24          Financial Statements and Exhibits              C-1

   25          Persons Controlled by or Under                 C-4
               Common Control with Registrant

   26          Number of Holders of Securities                C-4

   27          Indemnification                                C-4

   28          Business and Other Connections of              C-5
               Investment Adviser

   29          Principal Underwriters                         C-29

   30          Location of Accounts and Records               C-38

   31          Management Services                            C-38

   32          Undertakings                                   C-38


_____________________________________


NOTE:  * Omitted since answer is negative or inapplicable.
    


Items in
Part B of
Form N-1A
- ---------
   
   10          Cover Page                                     Cover

   11          Table of Contents                              Cover

   12          General Information and History                B-15

   13          Investment Objectives and Policies             B-2

   14          Management of the Fund                         B-4

   15          Control Persons and Principal                  B-7
               Holders of Securities

   16          Investment Advisory and Other                  B-8
               Services

_____________________________________

NOTE:  * Omitted since answer is negative or inapplicable.
    


- --------------------------------------------------------------------------
   
PROSPECTUS                                                    MAY 13, 1994
    
                 DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
- --------------------------------------------------------------------------
    DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND (THE "FUND") IS
AN OPEN-END, DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN
AS A MUTUAL FUND. ITS GOAL IS TO PROVIDE INVESTORS WITH A HIGH
LEVEL OF CURRENT INCOME WITH MINIMUM FLUCTUATION OF PRINCIPAL
VALUE. THE FUND INVESTS ONLY IN U.S. TREASURY SECURITIES AND
REPURCHASE AGREEMENTS IN RESPECT THEREOF. UNDER NORMAL
CIRCUMSTANCES, THE FUND WILL ENTER INTO REPURCHASE AGREEMENTS
WITH MATURITIES NOT EXCEEDING THE NEXT BUSINESS DAY AND WILL
INVEST IN SECURITIES WITH REMAINING MATURITIES OF THREE YEARS OR
LESS AND THE DOLLAR-WEIGHTED AVERAGE MATURITY OF THE FUND'S
PORTFOLIO IS NOT EXPECTED TO EXCEED TWO YEARS.
    THE FUND IS 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, THE FUND IS OFFERING CLASS A SHARES AND
CLASS B SHARES. CLASS A SHARES AND CLASS B SHARES ARE IDENTICAL,
EXCEPT AS TO THE SERVICES OFFERED TO AND THE EXPENSES BORNE BY
EACH CLASS. CLASS B BEARS CERTAIN COSTS PURSUANT TO A SERVICE
PLAN ADOPTED IN ACCORDANCE WITH RULE 12B-1 UNDER THE INVESTMENT
ACT OF 1940.
    INVESTORS CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY THE FUND.
   
    THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S
PORTFOLIO.
    
    THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE
FUND THAT AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.
   
    PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL INFORMATION),
DATED MAY 13, 1994, 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. FOR A FREE COPY, WRITE TO THE
FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-
0144, OR CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR
666.
    
    THE FUND'S 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. THE FUND'S SHARES INVOLVE
CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
THE FUND'S SHARE PRICE, YIELD AND INVESTMENT RETURN FLUCTUATE AND
ARE NOT GUARANTEED.
- -------------------------------------------------------------------------
                           TABLE OF CONTENTS
                                                                   PAGE
  ANNUAL FUND OPERATING EXPENSES............................         2
  CONDENSED FINANCIAL INFORMATION...........................         3
  DESCRIPTION OF THE FUND...................................         3
  MANAGEMENT OF THE FUND....................................         6
  HOW TO BUY FUND SHARES....................................         6
  INVESTOR SERVICES.........................................         7
  HOW TO REDEEM FUND SHARES.................................         8
  SERVICE PLAN..............................................         9
  SHAREHOLDER SERVICES PLAN.................................         9
  DIVIDENDS, DISTRIBUTIONS AND TAXES........................        10
  PERFORMANCE INFORMATION...................................        11
  GENERAL INFORMATION.......................................        12
- ----------------------------------------------------------------------
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.
- -------------------------------------------------------------------------
                    ANNUAL FUND OPERATING EXPENSES
             (as a percentage of average daily net assets)

<TABLE>
<CAPTION>
                                                               CLASS A             CLASS B
                                                               SHARES              SHARES
                                                              --------            ---------
<S>                                                             <C>                 <C>

    Management Fees....................................         .20%                .20%
    12b-1 Fees (distribution and servicing)............          --                 .25%
    Total Fund Operating Expenses......................         .20%                .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:
                                                               CLASS A             CLASS B
                                                               SHARES              SHARES
                                                              ---------           ----------
                                       1 YEAR..............     $2                   $ 5
                                       3 YEARS.............     $6                   $14
</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, THE FUND'S 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 various costs and expenses borne by the Fund, and
therefore indirectly by investors, the payment of which will reduce
investors' return on an annual basis. Unless The Dreyfus Corporation gives
the Fund's 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
Fund expenses: (i) the management fee payable by the Fund to The Dreyfus
Corporation monthly at the annual rate of .20 of 1% of the value of the
Fund's average daily net assets; and (ii) as to Class B shares only,
payments made at the annual rate of .25 of 1% of the value of the average
daily net assets of Class B, pursuant to the Fund's Service Plan.
Institutions effecting transactions in Fund 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 Fund," "How to Buy Fund Shares," "Shareholder
Services Plan" and "Service Plan."
                             Page 2
                     CONDENSED FINANCIAL INFORMATION
   
    The table below sets forth certain information covering the Fund's
investment results for the period indicated. Further financial data and
related notes are included with Statement of Additional Information,
available upon request.
    
   
                          FINANCIAL HIGHLIGHTS
    Contained below is per share operating performance data for a share of
beneficial interest outstanding, total investment return, ratios to average
net assets and other supplemental data for the period October 26, 1993
(commencement of operations) to March 31, 1994 (unaudited). This
information has been derived from information provided in the Fund's
financial statements.






<TABLE>
<CAPTION>

<S>                                                                            <C>                        <C>
PER SHARE DATA:                                                            CLASS A SHARES            CLASS B SHARES
   Net asset value, beginning of period........................                $2.00                      $2.00
   INVESTMENT OPERATIONS:
   Investment income __net.....................................                  .04                        .04
   Net realized and unrealized (loss) on investments...........                 (.03)                      (.02)
      TOTAL FROM INVESTMENT OPERATIONS.........................                  .01                        .02
   DISTRIBUTIONS:
   Dividends from investment income __net......................                 (.04)                      (.04)
   Net asset value, end of period..............................                $1.97                      $1.98
   TOTAL INVESTMENT RETURN (1).................................                 1.47%                      2.42%
   RATIOS/SUPPLEMENTAL DATA:
   Ratio of expenses to average net assets(1)..................                  .20%                       .45%
   Ratio of net investment income to average net assets(1).....                 5.01%                      4.68%
   Portfolio Turnover Rate (2).................................                15.67%                     15.67%
   Net Assets, end of period (000's omitted)...................              $42,139                    $29,831
- --------------------
(1) Annualized.
(2) Not annualized.
</TABLE>
    
   
    Further information about the Fund's performance will be contained in
the Fund's annual report for the fiscal year ending September 30, 1994,
which will be available approximately the end of December 1994, and may
be obtained without charge by writing to the address or calling the number
set forth on the cover page of this Prospectus.
    
                       DESCRIPTION OF THE FUND
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.
    By this Prospectus, two classes of shares of the Fund are being offered
- - Class A shares and Class B shares (each such class being referred to as a
"Class"). The Classes are identical, except that Class B shares are subject
to an annual distribution and service fee at the rate of .25% of the value of
the average daily net assets of Class B. The fee is payable to Dreyfus
Service Corporation for advertising, marketing and distributing Class B
shares and for ongoing personal services relating to Class B shareholder
accounts and services related to the maintenance of such shareholder
accounts pursuant to a Service Plan adopted in accordance with Rule 12b-
1 under the Investment Company Act of 1940. Dreyfus Service Corporation
may make payments to certain financial institutions, securities dealers
and other industry professionals (collectively, "Service Agents") in
respect of these services. See "Service Plan." The distribution and service
fee paid by Class B will cause such Class to have a higher expense ratio
and to pay lower dividends than Class A.
INVESTMENT OBJECTIVE - The Fund's goal is to provide investors with a
high level of current income with minimum fluctuation of principal value.
The Fund's investment objective cannot be changed without approval by
the holders of a majority (as defined in the Investment Company Act of
1940) of the Fund's out-
                    Page 3
standing voting shares. There can be no assurance
that the Fund's investment objective will be achieved.
MANAGEMENT POLICIES - The Fund will purchase only U.S. Treasury
securities, and may enter into repurchase agreements in respect thereof.
Under normal circumstances, the Fund will enter into repurchase
agreements with maturities not exceeding the next business day and will
invest in securities with remaining maturities of three years or less and
the dollar-weighted average maturity of the Fund's portfolio is not
expected to exceed two years. The Fund also may lend securities from its
portfolio and enter into reverse repurchase agreements as described
below.
PORTFOLIO SECURITIES - U.S. Treasury securities 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 involve the acquisition by the Fund of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed price usually
not more than one week after its purchase. The Fund, however, intends to
enter into only repurchase agreements with maturities not exceeding the
next business day. The Fund's custodian or sub-custodian will have
custody of, and will hold in a segregated account, securities acquired by
the 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, the Fund will enter into repurchase agreements
only with domestic banks with total assets in excess of one billion
dollars, or primary government securities dealers reporting to the Federal
Reserve Bank of New York, with respect to securities of the type in which
the 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. The Dreyfus Corporation will monitor on an ongoing
basis the value of the collateral to assure that it always equals or
exceeds the repurchase price. Certain costs may be incurred by the Fund in
connection with the sale of securities if the seller does not repurchase
them in accordance with the repurchase agreement. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the
securities, realization on the securities by the Fund may be delayed or
limited. The Fund will consider on an ongoing basis the creditworthiness
of the institutions with which it enters into repurchase agreements.
INVESTMENT TECHNIQUES
LENDING PORTFOLIO SECURITIES - From time to time, the Fund may lend
securities from its portfolio to brokers, dealers and other financial
institutions needing to borrow securities to complete certain
transactions. Such loans may not exceed 33-1/3% of the value of the
Fund's total assets. In connection with such loans, the Fund will receive
collateral consisting of cash or U.S. Government 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. The Fund can increase its income
through the investment of such collateral. The Fund continues to be
entitled to payments in amounts equal to the interest or other
distributions payable on the loaned security and receives interest on the
amount of the loan. Such loans will be terminable 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.
LEVERAGE THROUGH BORROWING - The Fund may borrow for temporary or
emergency purposes and for investment purposes, on a secured basis
through entering into reverse repurchase agreements with banks, brokers
or dealers. Reverse repurchase agreements involve the transfer by the
Fund of an underlying debt instrument in return for cash proceeds based on
a percentage of the value of the security. The Fund retains the right to
receive interest and principal payments on the security. At an agreed upon
future date, the Fund repurchases the security, at principal, plus accrued
interest. In certain types of agreements, there is no agreed upon
repurchase date and interest payments are calculated daily, often based on
the prevailing overnight repurchase rate. The Fund will maintain in a
segregated custodial account cash or U.S. Government securities equal to
the aggregate amount of its reverse repurchase obligations, plus accrued
interest, in certain cases,
                        Page 4
in accordance with releases promulgated by the
Securities and Exchange Commission. The Securities and Exchange
Commission views reverse repurchase agreement transactions as
collateralized borrowings by the Fund, and, pursuant to the Investment
Company Act of 1940, the Fund must maintain continuous asset coverage
(that is, total assets including borrowings, less liabilities exclusive of
borrowings) of 300% of the amount borrowed. If the 300% asset coverage
should decline as a result of market fluctuations or other reasons, the
Fund may be required to sell some of its portfolio holdings within three
days to reduce the debt and restore 300% asset coverage, even though it
may be disadvantageous from an investment standpoint to sell securities
at that time. As a result of these transactions, the Fund is exposed to
greater potential fluctuations in the value of its assets and its net asset
value per share. Interest costs on the money borrowed may exceed the
return received on the securities purchased.
   
WHEN-ISSUED SECURITIES - The Fund may purchase U.S. Government
securities on a when-issued basis, which means that the price is fixed at
the time of commitment, but delivery and payment ordinarily take place a
number of days after the date of the commitment to purchase. The Fund
will make commitments 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. The Fund
will not accrue income in respect of a security purchased on a when-
issued basis prior to its stated delivery date.
    
   
    Securities purchased on a when-issued basis and certain other
securities held by the Fund are subject to changes in value (both generally
changing in the same way, i.e., appreciating when interest rates decline
and depreciating when interest rates rise) based upon changes, real or
anticipated, in the level of interest rates. Securities purchased on a
when-issued basis may expose the Fund to risk 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. A segregated
account of the Fund consisting of cash or U.S. Government securities at
least equal at all times to the amount of the when-issued commitments
will be established and maintained at the Fund's custodian bank.
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.
    
CERTAIN FUNDAMENTAL POLICY - The Fund may borrow money to the extent
permitted under the Investment Company Act of 1940. This is a
fundamental policy of the Fund that cannot be changed without approval by
the holders of a majority (as defined in the Investment Company Act of
1940) of the Fund's outstanding voting shares. See "Investment Objective
and Management Policies - Investment Restrictions" in the Fund's
Statement of Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES - The Fund may (i)
pledge, hypothecate, mortgage or otherwise encumber its assets, but only
to secure permitted borrowings; and (ii) invest up to 15% of the value of
its net assets in repurchase agreements providing for settlement in more
than seven days after notice and in other illiquid securities. See
"Investment Objective and Management Policies - Investment
Restrictions" in the Fund's Statement of Additional Information.
RISK FACTORS - The Fund is not a money market fund and, although it
seeks to maintain minimum fluctuation of principal value, no assurance
can be given that, when an investor desires to redeem Fund shares, the
then-current net asset value per share will be at or greater than the net
asset value per share at the time of purchase.
    The value of the portfolio securities held by the Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a security was purchased, such security, if
sold, might be sold at a price less than its cost. Similarly, if interest
rates have declined from the time a security was purchased, such
security, if sold, might be sold at a price greater than its purchase cost.
In either instance, if the security was purchased at face value and held to
maturity, no gain or loss would be realized.
    Dividends and distributions paid by the Fund that are attributable to
interest from direct obligations of the United States currently are not
subject to personal income tax in most states. However, dividends and
distributions attributable to interest from repurchase agreements may be
subject to state tax.
                       Page 5
                        MANAGEMENT OF THE FUND
   
    The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as the Fund's investment
adviser. As of March 31, 1994, The Dreyfus Corporation managed or
administered approximately $74 billion in assets for more than 1.9
million investor accounts nationwide.
    
   
    The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the
Fund, subject to the overall authority of the Fund's Board of Trustees in
accordance with Massachusetts law. The Fund's primary investment
officer is Barbara L. Kenworthy. She has held that position since inception
of the Fund and has been an employee of The Dreyfus Corporation since
July 1985. The Fund's other investment officers are identified under
"Management of the Fund" in the Fund's Statement of Additional
Information. The Dreyfus Corporation also provides research services for
the Fund as well as for other funds advised by The Dreyfus Corporation
through a professional staff of portfolio managers and security analysts.
    
   
    For the period October 26, 1993 (commencement of operations) through
March 31, 1994, the Fund paid The Dreyfus Corporation a management fee
at the annual rate of .20 of 1% of the value of the Fund's average daily net
assets.
    
    Unless The Dreyfus Corporation gives the Fund's 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 Fund expenses: (i) the
management fee payable by the Fund to The Dreyfus Corporation monthly
at the annual rate of .20 of 1% of the Fund's average daily net assets; and
(ii) as to Class B shares only, payments made at the annual rate of .25 of
1% of the value of the average daily net assets of Class B, pursuant to the
Fund's Service Plan. See "Service Plan." The Fund will not reimburse The
Dreyfus Corporation for any amounts The Dreyfus Corporation may bear.
   
    The Dreyfus Corporation may pay Dreyfus Service Corporation for
shareholder and distribution services from The Dreyfus Corporation's own
assets, including the management fee paid by the Fund. Dreyfus Service
Corporation may use part or all of such payments to pay Service Agents in
respect of these services.
    
    The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent"). The
Bank of New York, 110 Washington Street, New York, New York 10286, is
the Fund's Custodian.
                         HOW TO BUY FUND SHARES
    The Fund's distributor is Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, located at 200 Park Avenue, New
York, New York 10166. The shares it distributes are not deposits or
obligations of The Dreyfus Security Savings Bank, F.S.B. and therefore are
not insured by the Federal Deposit Insurance Corporation.
    The Fund is 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. 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 is $10,000,000, unless: (a) the investor
has invested at least $10,000,000 in the aggregate among the Fund,
Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus
Government Cash Management, Dreyfus Municipal Cash Management Plus,
Dreyfus New York Municipal Cash Management, Dreyfus Tax Exempt Cash
Management, Dreyfus Treasury Cash
                           Page 6
Management and Dreyfus Treasury
Prime Cash Management; or (b) the investor has, in the opinion of Dreyfus
Service Corporation, adequate intent and availability of funds to reach a
future level of investment of $10,000,000 among the funds identified
above. There is no minimum for subsequent purchases. The initial
investment must be accompanied by the Fund's Account Application.
Management understands that some Service Agents and other institutions
may charge their clients fees in connection with purchases for the
accounts of their clients. These fees would be in addition to any amounts
which might be received under the Service Plan. Service Agents may
receive different levels of compensation for selling different classes of
shares. Each Service Agent has agreed to transmit to its clients a
schedule of such fees. Share certificates are issued only upon the
investor's written request. No certificates are issued for fractional
shares. The Fund reserves the right to reject any purchase order.
    Fund 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.
For instructions concerning purchases and to determine whether their
computer facilities are compatible with the Fund's, investors should call
Dreyfus Service Corporation at one of the telephone numbers listed under
"General Information" in this Prospectus.
    Fund 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 Transfer Agent or
other agent. 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.
    The Fund's net asset value per share is determined as of the close of
trading on the floor of the New York Stock Exchange (currently 4:00 p.m.,
New York time), on each day that the New York Stock Exchange is open for
business. Net asset value per share of each Class 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. The Fund's investments are valued each business day
generally by using available market quotations or at fair value which may
be determined by one or more pricing services approved by the Board of
Trustees. Each pricing service's procedures are reviewed under the general
supervision of the Board of Trustees. For further information regarding
the methods employed in valuing the Fund's investments, see
"Determination of Net Asset Value" in the Fund's Statement of Additional
Information.
    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 Fund's 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").
                          INVESTOR SERVICES
EXCHANGE PRIVILEGE - The Exchange Privilege enables an investor to
purchase, in exchange for Class A or Class B shares of the Fund, shares of
Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus
Government Cash Management, Dreyfus New York Municipal Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, Dreyfus Treasury Cash Management and Dreyfus
Treasury Prime Cash Management, which have different investment
objectives 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 being made: Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible
Computer Facilities and the dividend/capital gain distribution option
selected by the investor.
    To use this Privilege, exchange instructions must be given to Dreyfus
Service Corporation in writing, by wire or by telephone. See "How to
Redeem Fund Shares - Procedures." Before any exchange, the investor
                    Page 7
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 from
Dreyfus Service Corporation. Shares will be exchanged at the net asset
value next determined after receipt of an exchange request in proper form.
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. No fees currently are charged investors directly in
connection with exchanges, although the 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. The Fund reserves the right to reject any exchange request in
whole or in part. The Exchange Privilege may be modified or terminated at
any time upon notice to investors.
DREYFUS AUTO-EXCHANGE PRIVILEGE - Dreyfus Auto-Exchange Privilege
enables an investor to invest regularly (on a semi-monthly, quarterly or
annual basis), in exchange for Class A or Class B shares of the Fund, in
shares of Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc.,
Dreyfus Government Cash Management, Dreyfus New York Municipal Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, Dreyfus Treasury Cash Management or Dreyfus Treasury
Prime Cash Management, if the investor is currently an investor in one of
these funds. 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 writing to
The Dreyfus Institutional Services Division, EAB Plaza, 144 Glenn Curtiss
Boulevard, 8th Floor, Uniondale, New York 11556-0144. The Fund may
charge a service fee for the use of this Privilege. No such fee currently is
contemplated. The exchange of shares of one fund for shares of another 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. For more information concerning this
Privilege and the funds eligible to participate in the Privilege, or to
obtain a Dreyfus Auto-Exchange Authorization Form, please call toll free
1-800-346-3621.
                       HOW TO REDEEM FUND SHARES
GENERAL - Investors may request redemption of shares at any time and the
shares will be redeemed at the next determined net asset value.
    The Fund imposes no charges when shares are redeemed directly through
Dreyfus Service Corporation. 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
Fund's then-current net asset value.
    If a request for redemption is received in proper form by Dreyfus
Service Corporation by 4:00 p.m., New York time, the shares will receive
the dividend on the Fund's shares declared on that day and the proceeds of
redemption ordinarily will be transmitted in Federal Funds on the next
business day.
    The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and
Exchange Commission.
PROCEDURES - Investors may redeem shares by wire or telephone, or
through compatible computer facilities as described below.
    An investor may redeem or exchange Fund shares by telephone if he or
she has checked the appropriate box on the Fund's Account Application or
has filed a Shareholder Services Form with the Transfer Agent. If an
investor selects a telephone redemption or exchange privilege, the
investor authorizes the Transfer Agent or Dreyfus Service Corporation 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 or
                           Page 8
Dreyfus Service Corporation, as the case
may be, to be genuine. The Fund will require the Transfer Agent and
Dreyfus Service Corporation 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, Dreyfus
Service Corporation or the Transfer Agent may be liable for any losses due
to unauthorized or fraudulent instructions. The Fund, Dreyfus Service
Corporation or the Transfer Agent will not 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 Transfer Agent or Dreyfus Service
Corporation by telephone to request a redemption or exchange of Fund
shares. In such cases, investors should consider using the other
redemption procedures described herein.
REDEMPTION BY WIRE OR TELEPHONE - Investors may redeem Fund shares
by wire or telephone. The redemption proceeds will be paid by wire
transfer. Investors can redeem shares by telephone by calling Dreyfus
Service Corporation at one of the telephone numbers listed under "General
Information" in this Prospectus. The 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 the Fund. The Fund's
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 - The 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 Service Corporation at one of the
telephone numbers listed under "General Information" in this Prospectus
to determine whether their computer facilities are compatible and to
receive instructions for redeeming shares in this manner.
                                SERVICE PLAN
                               (CLASS B ONLY)
    Class B shares are subject to a Service Plan adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940. Under the Service Plan,
the Fund pays Dreyfus Service Corporation for advertising, marketing and
distributing Class B shares and for the provision of certain services to the
holders of Class B shares a fee at the annual rate of .25 of 1% of the value
of the average daily net assets of Class B. 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 such
shareholder accounts. The portion of the fee payable for such services is
intended to be a "service fee" as defined in Article III, Section 26 of the
NASD Rules of Fair Practice. Under the Service Plan, Dreyfus Service
Corporation may make payments to Service Agents in respect of these
services. Dreyfus Service Corporation determines the amounts to be paid
to Service Agents. Each Service Agent is required to disclose to its
clients any compensation payable to it by the Fund pursuant to the Service
Plan and any other compensation payable by their clients in connection
with the investment of their assets in Fund shares. From time to time,
Dreyfus Service Corporation may defer or waive receipt of fees under the
Service Plan while retaining the ability to be paid by the Fund under the
Service Plan thereafter. The fees payable to Dreyfus Service Corporation
under the Service Plan for advertising, marketing and distributing Class B
shares and for payments to Service Agents are payable without regard to
actual expenses incurred.
                          SHAREHOLDER SERVICES PLAN
                               (CLASS A ONLY)
    Class A shares are subject to a Shareholder Services Plan pursuant to
which the 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
average daily net assets of Class A for certain allocated expenses of
providing personal services to, and/or maintaining accounts of, Class A
shareholders. The services provided may include personal services
relating to Class A shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing
                           Page 9
reports and other information,
and services related to the maintenance of such shareholder accounts.
Pursuant to an undertaking by The Dreyfus Corporation described under
"Management of the Fund," The Dreyfus Corporation, and not the Fund,
currently reimburses Dreyfus Service Corporation for any such allocated
expenses.
                  DIVIDENDS, DISTRIBUTIONS AND TAXES
    The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange is open for business. The Fund's
earnings for Saturdays, Sundays and holidays are declared as dividends on
the next business day. Dividends usually are paid on the last business day
of each month, and are automatically reinvested in additional Fund shares
at net asset value or, at the investor's option, paid in cash. If an investor
redeems all 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. Distributions from net realized short-term
capital gains, if any, are paid quarterly. Distributions from net realized
long-term capital gains, if any, generally are paid once a year, but the
Fund may make such 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 Investment Company Act of 1940.
The Fund will not 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 shares of the Fund at net asset value. All expenses
are accrued daily and deducted before declaration of dividends to
investors. Dividends paid by each Class will be calculated at the same
time and in the same manner and will be of the same amount, except that
the expenses attributable solely to Class A or Class B will be borne
exclusively by such Class. Class B shares will receive lower price per
share dividends than Class A shares because of the higher expenses borne
by Class B. See "Annual Fund Operating Expenses."
   
    Dividends derived from interest, together with distributions from any
net realized short-term securities gains and all or a portion of any gains
realized from the sale of other disposition of certain market discount
bonds, paid by the Fund generally are taxable to U.S. investors as ordinary
income, whether or not reinvested in additional Fund shares. No dividend
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 to U.S. investors as long-term capital gains
for Federal income tax purposes, regardless of how long shareholders have
held their shares and whether such distributions are received in cash or
reinvested in additional Fund shares. The Code provides that the net
capital gains of an individual generally will not be subject to Federal
income tax at a rate in excess of 28%. Dividends and distributions may be
subject to state and local taxes.
    
    Dividends and distributions attributable to interest from direct
obligations of the United States and paid by the Fund to a shareholder
currently are not subject to state personal income tax. Dividends and
distributions attributable to interest from the entry into repurchase
agreements may be subject to state tax. The Fund will provide
shareholders with a statement which sets forth the percentage of
dividends and distributions paid by the Fund that is attributable to
interest income from direct obligations of the United States.
   
    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 discounts bonds, paid by the 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 benefits of a lower rate specified in a tax treaty.
Distributions from net realized long-term securities gains paid by the
Fund with respect to Fund shares beneficially owned by a foreign person,
as well as the proceeds of any redemptions from such person's account,
regardless of the extent to which gain or loss may be realized, 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 dividends and distributions will be mailed
to investors annually. Each
                         Page 10
investor also will receive periodic summaries
of the investor's account which will include information as to dividends
and distributions from securities gains, if any, paid during the year.
    Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends,
distributions from net realized securities gains and the proceeds of any
redemption, regardless of the extent to which gain or loss may be
realized, 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.
   
    It is expected that the Fund will qualify as a "regulated investment
company" under the Code so long as 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. In addition, the Fund
is subject to a non-deductible 4% excise tax, measured with respect to
certain undistributed amounts of taxable investment income and capital
gains, if any.
    
    Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
                        PERFORMANCE INFORMATION
    For purposes of advertising, performance of each Class of shares may
be calculated on several bases, including current yield, average annual
total return and/or total return.
    Current yield refers to the Fund's annualized net investment income per
share over a 30-day period, expressed as a percentage of the net asset
value per share at the end of the period. For purposes of calculating
current yield, the amount of net investment income per share during that
30-day period, computed in accordance with regulatory requirements, is
compounded by assuming that it is reinvested at a constant rate over a
six-month period. An identical result is then assumed to have occurred
during a second six-month period which, when added to the result for the
first six months, provides an "annualized" yield for an entire one-year
period. Calculations of the Fund's current yield may reflect absorbed
expenses pursuant to any undertaking that may be in effect. See
"Management of the Fund."
    Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in the Fund was purchased
with an initial payment of $1,000 and that the investment was redeemed
at the end of a stated period of time, after giving effect to the
reinvestment of dividends and distributions during the period. The return
is expressed as a percentage rate which, if applied on a compounded
annual basis, would result in the redeemable value of the investment at
the end of the period. Advertisements of the Fund's performance will
include the Fund's average annual total return for one, five and ten year
periods, or for shorter time periods depending upon the length of time the
Fund has operated. Computations of average annual total return for periods
of less than one year represent an annualization of the Fund's actual total
return for the applicable period.
    Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the
income and principal changes for a specified period and dividing by the net
asset value per share at the beginning of the period. Advertisements may
include the percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes the
application of the percentage rate of total return.
    Performance will vary from time to time and past results are not
necessarily representative of future
                              Page 11
results. Investors should remember
that performance is a function of portfolio management in selecting the
type and quality of portfolio securities and is affected by operating
expenses. Performance information, such as that described above, may not
provide a basis for comparison with other investment companies using a
different method of calculating performance.
    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., Morningstar, Inc., Bank Rate Monitor trademark,
N. Palm Beach, Fla. 33408, IBC/Donoghue's Money Fund Report, Bond
Buyer's 20-Bond Index, Moody's Bond Survey Bond Index, Salomon Brothers
Broad Investment Grade Index and other industry publications.
                         GENERAL INFORMATION
   
    The Fund was organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts pursuant to an Agreement
and Declaration of Trust (the "Trust Agreement") dated March 12, 1992,
and commenced operations on October 26, 1993. The Fund is authorized to
issue an unlimited number of shares of beneficial interest, par value $.001
per share. The Fund's shares are classified into two classes - Class A and
Class B. 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 Class B
shares only, however, will be entitled to vote on matters subjected to
shareholders pertaining to the Service Plan.
    
    Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the Fund. However, the
Trust Agreement disclaims shareholder liability for acts or obligations of
the Fund and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Fund
or a Trustee. The Trust Agreement provides for indemnification from the
Fund's property for all losses and expenses of any shareholder held 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 the Fund, the shareholder paying such
liability will be entitled to reimbursement from the general assets of the
Fund. The Trustees intend to conduct the operations of the Fund in such a
way so as to avoid, as far as possible, ultimate liability of the
shareholders for liabilities of the Fund. As described under "Management
of the Fund" in the Statement of Additional Information, the Fund
ordinarily will not hold shareholder meetings; however, shareholders
under certain circumstances may have the right to call a meeting of
shareholders for the purpose of voting to remove Trustees.
    The Transfer Agent will maintain a record of each investor's ownership
and will send confirmations and statements of account.
   
    Investor inquiries may be made by writing to the 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 Fund 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, the Fund's
Board of Trustees believes 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 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
the Fund
                            Page 12
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 Fund does not expect that
shareholders would suffer any adverse financial consequences as a result
of any of these occurrences.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE 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 13
PROSPECTUS
(Lion logo)
DREYFUS
INSTITUTIONAL
SHORT TERM
TREASURY
FUND
Cpoyright 1994, Dreyfus Service Corporation




               DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
                         CLASS A AND CLASS B SHARES
                                   PART B
                    (STATEMENT OF ADDITIONAL INFORMATION)
   
                                MAY 13, 1994
    

   
     This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus Institutional Short Term Treasury Fund (the "Fund"), dated May
13, 1994, as it may be revised from time to time.  To obtain a copy of the
Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or, in the case of institutional investors,
call the following numbers:
    
               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 the Fund at the above address or call toll free 1-
800-554-4611 to obtain a copy of the Fund's Prospectus.

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

     Dreyfus Service Corporation (the "Distributor"), a wholly-owned
subsidiary of the Manager, is the distributor of the Fund's shares.

                              TABLE OF CONTENTS
                                                                       Page
   
Investment Objective and Management Policies. . . . . . . . . . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . . . . . . . B-4
Management Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . B-8
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . B-9
Service Plan (Class B). . . . . . . . . . . . . . . . . . . . . . . . . B-9
Shareholder Services Plan (Class A) . . . . . . . . . . . . . . . . . . B-10
Redemption of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . B-11
Determination of Net Asset Value. . . . . . . . . . . . . . . . . . . . B-12
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . . . . B-12
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . B-13
Investor Services . . . . . . . . . . . . . . . . . . . . . . . . . . . B-14
Performance Information . . . . . . . . . . . . . . . . . . . . . . . . B-14
Information About the Fund. . . . . . . . . . . . . . . . . . . . . . . B-15
Custodian, Transfer and Dividend Disbursing Agent,
  Counsel and Independent Auditors. . . . . . . . . . . . . . . . . . . B-15
Financial Statement . . . . . . . . . . . . . . . . . . . . . . . . . . B-17
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . B-24
    


                INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

Management Policies

     The Fund engages in the following practices in furtherance of its
objective.

     Lending Portfolio Securities.  To a limited extent, the Fund may lend
its portfolio securities to brokers, dealers and other financial
institutions, provided it receives cash collateral which at all times is
maintained in an amount equal to at least 100% of the current market value
of the securities loaned.  By lending its portfolio securities, the Fund
can increase its income through the investment of the cash collateral.  For
purposes of this policy, the Fund considers collateral consisting of U.S.
Government securities to be the equivalent of cash.  From time to time, 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.  These conditions may be subject to future
modification.

     Investment Restrictions.  The Fund has adopted investment restrictions
numbered 1 through 8 as fundamental policies.  These restrictions cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "Act")) of the Fund's
outstanding voting shares.  Investment restrictions numbered 9 through 12
are not fundamental policies and may be changed by vote of a majority of
the Trustees at any time.  The Fund may not:

     1.  Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes.

     2.  Purchase, hold or deal in real estate, real estate limited
partnership interests, or oil, gas or other mineral leases or exploration
or development programs, but the Fund may purchase and sell securities that
are secured by real estate and may purchase and sell securities issued by
companies that invest or deal in real estate.

     3.  Borrow money, except to the extent permitted under the Act.  For
purposes of this investment restriction, the entry into options, forward
contracts, futures contracts, including those relating to indexes, and
options on futures contracts or indexes shall not constitute borrowing.

     4.  Make loans to others, except through the purchase of debt
obligations and the entry into repurchase agreements.  However, the Fund
may lend its portfolio securities in an amount not to exceed 33-1/3% of the
value of its total assets.  Any loans of portfolio securities will be made
according to guidelines established by the Securities and Exchange
Commission and the Fund's Board of Trustees.

     5.  Act as an underwriter of securities of other issuers, except to
the extent the Fund may be deemed an underwriter under the Securities Act
of 1933, as amended, by virtue of disposing of portfolio securities.

     6.  Invest more than 25% of its assets in the securities of issuers in
any single 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.

     7.  Issue any senior security (as such term is defined in Section
18(f) of the Act), except to the extent the activities permitted in
Investment Restriction Nos. 1, 3 and 9 may be deemed to give rise to a
senior security.

     8.  Purchase securities on margin, but the Fund may make margin
deposits in connection with transactions in options, forward contracts,
futures contracts, including those related to indexes, and options on
futures contracts or indexes.

     9.  Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow in connection with writing covered put and call
options and the purchase of securities on a when-issued or delayed-delivery
basis and collateral and initial or variation margin arrangements with
respect to options, forward contracts, futures contracts, including those
related to indexes, and options on futures contracts or indexes.

     10.  Purchase, sell or write puts, calls or combinations thereof.

     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 15% of the value of the Fund's net assets would
be so invested.

     12.  Purchase securities of other investment companies, except to the
extent permitted under the Act.

     If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values
or assets will not constitute a violation of such restriction.

     The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interest 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 FUND

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

Trustees and Officers of the Fund

LUCY WILSON BENSON, Trustee.  President of Benson and Associates,
     consultants to business and government.  Mrs. Benson is a
     director of Communications Satellite Corporation, General RE
     Corporation, The Grumman Corporation and Logistics Management
     Institute.  She is also a Trustee of the Alfred P. Sloan Foundation,
     Vice Chairman of the Board of Trustees of Lafayette College, Vice
     Chairman of the Citizens Network for Foreign Affairs and a member of
     the Council on Foreign Relations.  Mrs. Benson served as a consultant
     to the U.S. Department of State and to SRI International from 1980 to
     1981.  From 1977 to 1980, she was Under Secretary of State of Security
     Assistance, Science and Technology.  Her address is 46 Sunset Avenue,
     Amherst, Massachusetts 01002.
   
*DAVID W. BURKE, Trustee.  Vice President and Chief Administrative Officer
     of the Manager since October 1990, and a director or trustee of other
     investment companies advised and administrated by the Manager.  During
     the period 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.  His
     address is 200 Park Avenue, New York, New York  10166.
    
*JOSEPH S. DiMARTINO, Trustee, Vice President and Investment Officer.
     President, Chief Operating Officer and a Director of the Manager,
     Executive Vice President and a Director of the Distributor and an
     officer, director or trustee of other investment companies advised or
     administered by the Manager.  He is also a director of Noel Group,
     Inc., director and Corporate Member of the Muscular Dystrophy
     Association and a Trustee of Bucknell University.  His address is 200
     Park Avenue, New York, New York 10166.

MARTIN D. FIFE, Trustee.  President of Fife Associates, Inc. and other
     companies engaged in the chemical and plastics industries.  His
     address is 30 Rockefeller Plaza, New York, New York 10112.

WHITNEY I. GERARD, Trustee.  Partner of the New York City law firm of
     Chadbourne & Parke.  His address is 30 Rockefeller Plaza, New York,
     New York 10112.

ROBERT R. GLAUBER, Trustee.  Research Fellow, Center for Business and
     Government at the John F. Kennedy School of Government, Harvard
     University, since January 1992.  Mr. Glauber was Under Secretary of
     the Treasury for Finance at the U.S. Treasury Department from May 1989
     to January 1992.  For more than five years prior thereto, he was a
     Professor of Finance at the Graduate School of Business Administration
     of Harvard University and, from 1985 to 1989, Chairman of its Advanced
     Management Program.  His address is 79 John F. Kennedy Street,
     Cambridge, Massachusetts 02138.

ARTHUR A. HARTMAN, Trustee.  Senior consultant with APCO Associates Inc.
     From 1981 to 1987, he was United States Ambassador to the former
     Soviet Union.  He is a director of the Hartford Insurance Group and a
     member of the advisory councils of several other companies, research
     institutes and foundations.  He is President of the Harvard Board of
     Overseers.  His address is 2738 McKinley Street, N.W., Washington,
     D.C. 20015.

GEORGE L. PERRY, Trustee.  An economist and Senior Fellow at the Brookings
     Institution since 1969.  He is co-director of the Brookings panel on
     Economic Activity and editor of its journal, The Brookings Papers.  He
     is also a director of the State Farm Mutual Automobile Association and
     State Farm Life Insurance Company.  His address is 1775 Massachusetts
     Avenue, N.W., Washington, D.C. 10036.

*HOWARD STEIN, Trustee.  Chairman of the Board and Chief Executive Officer
     of the Manager, Chairman of the Board of the Distributor and an
     officer, director, trustee or general partner of other investment
     companies advised or administered by the Manager.  His address is 200
     Park Avenue, New York, New York 10166.

PAUL D. WOLFOWITZ, Trustee.  Dean of The Paul H. Nitze School of Advanced
     International Studies at Johns Hopkins University.  From 1989 to 1993,
     he was Under Secretary of Defense for Policy.  From 1986 to 1989, he
     was the U.S. Ambassador to the Republic of Indonesia.  From 1982 to
     1986, he was Assistant Secretary of State of East Asian and Pacific
     Affairs of the Department of State.  His address is 1740 Massachusetts
     Avenue, N.W., Washington, D.C.  20036.
   
     The "non-interested" Trustees are also directors of Dreyfus California
Municipal Income, Inc., The Dreyfus Fund Incorporated, Dreyfus Municipal
Income, Inc., Dreyfus New York Municipal Income, Inc., Dreyfus Short-Term
Income Fund, Inc., Dreyfus Asset Allocation Fund and The 401(k) Fund, and
trustees of Dreyfus Short-Intermediate Municipal Bond Fund.  Each of the
"non-interested" Trustees, except Mr. Wolfowitz, is also a director of
Dreyfus Worldwide Dollar Money Market Fund, Inc.  Each of the "non-
interested" Trustees, except Mr. Glauber, is also a director of Dreyfus
Liquid Assets, Inc. and a trustee of Dreyfus Short-Intermediate Government
Fund.  Mrs. Benson also is a director of The Dreyfus Third Century Fund,
Inc. and The Dreyfus Socially Responsible Growth Fund, Inc.
    
   
     The Fund does not pay any remuneration to its officers and Trustees
other than fees and expenses to those Trustees who are not officers,
directors, employees or holders of 5% or more of the outstanding voting
securities of the Manager, which totaled $5,843 for the period October 26,
1993 (commencement of operations) through March 31, 1994 for all such
Trustees as a group.  The Manager, and not the Fund, currently pays these
fees and expenses pursuant to an undertaking described under "Management
Agreement."
    

     For so long as the Fund's plans described in the sections captioned
"Service Plan" and "Shareholder Services Plan" remain in effect, the
Trustees of the Fund who are not "interested persons" of the Fund, as
defined in the Act, will be selected and nominated by the Trustees who are
not "interested persons" of the Fund.

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

Officers of the Fund Not Listed Above

ELIE M. GENADRY, Senior Vice President.  Vice President--Institutional
     Sales of the Manager, Executive Vice President of the Distributor and
     an officer of other investment companies advised and administered by
     the Manager.

DONALD A. NANFELDT, Senior Vice President.  Executive Vice President of the
     Distributor and an officer of other investment companies advised and
     administered by the Manager.

BARBARA L. KENWORTHY, President and Investment Officer.  An employee of the
     Manager and an officer of other investment companies advised and
     administered by the Manager.

GERALD E. THUNELIUS, Vice President and Investment Officer.  An  employee
     of the Manager and an officer of other investment companies advised
     and administered by the Manager.

JEFFREY N. NACHMAN, Vice President and Treasurer.  Vice President--Mutual
     Fund Accounting of the Manager and an officer of other investment
     companies advised or administered by the Manager.

DANIEL C. MACLEAN, Vice President.  Vice President and General Counsel of
     the Manager, Secretary of the Distributor and an officer of other
     investment companies advised or administered by the Manager.

MARK N. JACOBS, Secretary.  Secretary and Deputy General Counsel of the
     Manager and an officer of other investment companies advised or
     administered by the Manager.

THOMAS J. DURANTE, Controller.  An employee of the Manager and an officer
     of other investment companies advised or administered by the Manager.

CHRISTINE PAVALOS, Assistant Secretary.  Assistant Secretary of the
     Manager, the Distributor and other investment companies advised or
     administered by the Manager.
   
STEVEN F. NEWMAN, Assistant Secretary.  Associate General Counsel of the
     Manager and an officer of other investment companies advised or
     administrated by the Manager.

     The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
    
     Trustees and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of beneficial interest outstanding on April 22, 1994.
   
     The following persons are known by the Fund to own of record or
beneficially 5% or more of the Fund's outstanding voting securities as of
April 22, 1994:  Class A - Hawkeye Bank, attn. Trust Dept., 431 E. Locust
St., Des Moines, IA 50309 - 26.80%; Comerica Bank, attn. Fixed Income
Dept., 100 Renaissance Center, Detroit, MI 48243 - 21.20%; Wenonah
Development Co., attn. Lynn R. Falcono, 1019 Park St., Peekskill, NY 10566
- - 12.20%; The Dreyfus Corporation, attn. Maurice Bendrihem, 200 Park
Avenue, NY 10166 - 11.50%; and Chibbendon Trust Co., attn. Alan A. Fray, 2
Burlington Square, Burlington, VT 05401 - 11.30%.  Class B - Hambrecht &
Quist, Inc., attn. Donna Howell, 1 Bush St., San Francisco, CA 94104 -
42.30%; Compass Bank, attn. Sharon Weaver, P.O. Box 10566, Birmingham, AL
35296 - 25.00%; Sheehan Pipeline Construction Co., attn. Bill Eddelman,
1924 S. Utica, Tulsa, OK 74104 - 10.80%; Sangunie Ltd., P.O. Box 700720,
Tulsa, OK 74170 - 7.20%; and Osceola Farms Co., 316 Royal Poinciana Plaza,
Palm Beach, FL 33480 - 7.20%.  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 Act) of the Fund.
    
   
     The following persons are also officers and/or directors of the
Manager:  Julian M. Smerling, Vice Chairman of the Board of Directors;
Alan M. Eisner, Vice President and Chief Financial Officer; Robert F.
Dubuss, Vice President; Peter A. Santoriello, Vice President; Vice
President; Kirk V. Stumpp, Vice President--New Product Development;
Philip L. Toia, Vice President--Human Resources; John J. Pyburn and
Katherine C. Wickham, Assistant Vice Presidents--Human Resources; Maurice
Bendrihem, Controller; and Mandell L. Berman, Alvin S. Friedman, Lawrence
M. Greene, Abigail Q. McCarthy and David B. Truman, directors.
    

                            MANAGEMENT AGREEMENT

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

     The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated October 7, 1993, as amended, with the
Fund, which is subject to annual approval by (i) the Fund's Board of
Trustees or (ii) vote of a majority (as defined in the Act) of the
outstanding voting securities of the Fund, provided that in either event
the continuance also is approved by a majority of the Trustees who are not
"interested persons" (as defined in the Act) of the Fund or the Manager, by
vote cast in person at a meeting called for the purpose of voting on such
approval.  The Agreement is terminable without penalty, on 60 days' notice,
by the Fund's Board of Trustees or by vote of the holders of a majority of
the Fund's shares, or, on not less than 90 days' notice, by the Manager.
The Agreement will terminate automatically in the event of its assignment
(as defined in the Act).

     The Manager manages the Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Board of Trustees.  The Manager is responsible for investment decisions,
and provides the Fund with Investment Officers who are authorized by the
Trustees to execute purchases and sales of securities.  The Fund's
Investment Officers are Joseph S. DiMartino, Barbara L. Kenworthy and
Gerald E. Thunelius.  The Manager also maintains a research department with
a professional staff of portfolio managers and securities analysts who
provide research services for the Fund as well as for other funds advised
by the Manager.  All purchases and sales are reported for the Trustees'
review at the meeting subsequent to such transactions.

     The Manager pays the salaries of all officers and employees employed
by both it and the Fund, maintains office facilities, and furnishes
statistical and research data, clerical help, accounting, data processing,
bookkeeping and internal auditing and certain other required services.  The
Manager also may make such advertising and promotional expenditures, using
its own resources, as it from time to time deems appropriate.

     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 those
expenses of the Fund other than (i) taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, (ii) the management fee and
(iii) expenses incurred by Class B pursuant to the Fund's Service Plan.
See "Service Plan."
   
     As compensation for its services, the Fund has agreed to pay the
Manager a monthly management fee at the annual rate of .20 of 1% of value
of the Fund's average daily net assets.  For the period October 26, 1993
(commencement of operations) through March 31, 1994, the management fee
paid by the Fund was $31,886.
    
     In addition, the 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 the expense limitation of any state having
jurisdiction over the Fund, the Fund may deduct from the payment to be made
to the Manager under the Agreement, or the Manager will bear, such excess
expense to the extent required by state law.  Such deduction or payment, if
any, will be estimated daily, 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.


                           PURCHASE OF FUND SHARES

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

     The Distributor.  The Distributor serves as the Fund's distributor
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.

     Using Federal Funds.  The Shareholder Services Group, Inc., the 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
Transfer Agent.  An order for the purchase of Fund shares placed by an
investor with a sufficient Federal Funds or cash balance in his 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 Transfer Agent.  In some states, banks or other financial
institutions effecting transactions in Fund shares may be required to
register as dealers pursuant to state law.


                                SERVICE PLAN
                               (CLASS B ONLY)

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

     Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the 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.  The Fund's Board of Trustees has
adopted such a plan (the "Service Plan") with respect to the Fund's Class B
shares, pursuant to which the Fund pays the Distributor for advertising,
marketing and distributing Class B shares and for the provision of certain
services to the holders of Class B shares.  Under the Service Plan, the
Distributor may make payments to certain financial institutions, securities
dealers and other financial industry professionals (collectively, "Service
Agents") in respect to these services.  The Fund's Board of Trustees
believes that there is a reasonable likelihood that the Service Plan will
benefit the Fund and the holders of Class B shares.

     A quarterly report of the amounts expended under the Service Plan, and
the purposes for which such expenditures were incurred, must be made to the
Trustees for their review.  In addition, the Service Plan provides that it
may not be amended to increase materially the costs which holders of Class
B shares may bear pursuant to the Service Plan without the approval of the
holders of Class B shares and that other material amendments of the Service
Plan must be approved by the Board of Trustees, and by the Trustees who are
not "interested persons" (as defined in the 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.  The Service Plan is subject to annual approval by such vote of
the Trustees cast in person at a meeting called for the purpose of voting
on the Service Plan.  The Service Plan was so approved by the Trustees at a
meeting held on October 7, 1993.  The Service Plan may be terminated at any
time by vote of a majority of the Trustees 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 Class B shares.
   
     For the period October 26, 1993 (commencement of operations) through
March 31, 1994, the Fund paid, with respect to Class B, $15,391 pursuant to
the Service Plan.
    

                          SHAREHOLDER SERVICES PLAN
                               (CLASS A ONLY)

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

     The Fund has adopted a Shareholder Services Plan (the "Plan") pursuant
to which the Fund has agreed to reimburse the Distributor for certain
allocated expenses of providing personal services and/or maintaining
shareholder accounts with respect to Class A shares only.  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 the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Trustees for their review.  In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Trustees, and by
the Trustees who are not "interested persons" (as defined in the 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.  The Plan is subject to
annual approval by such vote of the Trustees cast in person at a meeting
called for the purpose of voting on the Plan.  The Plan is terminable at
any time by vote of a majority of the Trustees who are not "interested
persons" and have no direct or indirect financial interest in the operation
of the Plan.
   
     For the period October 26, 1993 (commencement of operations) through
March 31, 1994, no shareholder services fee was paid by the Fund pursuant
to an undertaking by the Manager.
    

                          REDEMPTION OF FUND SHARES

     The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Fund 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, the Fund will initiate
payment for shares redeemed pursuant to this procedure on the next business
day after receipt if the Transfer Agent receives the redemption request in
proper form.  Such payment will be made 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.  The Fund has committed itself 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 of Trustees reserves the right to make payments in whole
or in part in securities or other assets of the Fund in case of an
emergency or at 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 would be
incurred.

     Suspension of Redemptions.  The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than a customary weekend and holiday
closing), (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 shareholders.

                      DETERMINATION OF NET ASSET VALUE

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

     Valuation of Portfolio Securities.  The Fund's investments are valued
each business day using available market quotations or at fair value as
determined by one or more independent pricing services (collectively, the
"Service") approved by the Board of Trustees.  The Service may use
available market quotations, employ electronic data processing techniques
and/or a matrix system to determine valuations.  The Service's procedures
are reviewed by the Fund's officers under the general supervision of the
Board of Trustees.  Expenses and fees, including the management fee, are
accrued daily and are taken into account for the purpose of determining the
net asset value of the relevant Class of Fund shares.

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

                     DIVIDENDS, DISTRIBUTIONS AND TAXES
   
     The following information supplements and should read in conjunction
with the section in Fund's Prospectus entitled "Dividends, Distributions
and Taxes."
    
   
     It is expected that the Fund will qualify as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code"),
and the Fund intends to continue to so qualify if such qualification is in
the best interests of its shareholders.  To qualify as a regulated
investment company, the Fund must distribute at least 90% of its investment
company taxable income (consisting of net investment income and net short-
term capital gain) to its shareholders, must derive less than 30% of its
annual gross income from gain on the sale of securities held for less than
three months, and must meet certain asset diversification and other
requirements.  Accordingly, the Fund may be restricted in the selling of
securities held for less than three months, and in the utilization of
certain of the investment techniques described in the Prospectus under
"Description of the Fund - Investment Techniques."  The Code, however,
allows the Fund to net certain offsetting positions, making it easier for
the Fund to satisfy the 30% test.  The term "regulated investment company"
does not imply the supervision of management or investment practices or
policies by any government agency.
    
   
     Any dividend or distribution paid shortly after an investor's purchase
may have the effect of reducing the aggregate net asset value of his shares
below the cost of his investment.  Such a dividend or distribution would be
a return on investment in an economic sense, although taxable as stated
above.  In addition, the Code provides that if a shareholders holds shares
of the Fund for six months or less and has received a capital gain
distribution with respect to such shares, any loss incurred on the sale of
such shares will be treated as a long-term capital  loss to the extent of
the capital gain distribution received.
    
   
     Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss.  However, all or a portion of any gain
realized by the Fund from the sale or other disposition of certain market
discount bonds will be treated as ordinary income under Section 1276 of the
Code.
    
   
     Investment by the Fund in securities issued or acquired at a discount
or providing for deferred interest or for payment of interest in the form
of additional obligations could, under special tax rules, affect the
amount, timing and character of distributions to shareholders.  For
example, the Fund may be required to take into account annually a portion
of the discount (or deemed discount) as which such securities were issued
and to distribute such portion in order to maintain its qualification as a
regulated investment company.  In such case, the Fund may have to dispose
of securities which it might otherwise have continued to hold in order to
generate cash to satisfy these distribution requirements.
    

                           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 the 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 sale price
received from, market makers for the securities may reflect the spread
between the bid and asked price.  No brokerage commissions have been paid
by the Fund to date.
    

     Transactions are allocated to various dealers by the Fund's Investment
Officers 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 the 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 the 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.


                              INVESTOR SERVICES

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

     Exchange Privilege.  By using this Privilege, the investor authorizes
the Distributor 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 Distributor 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.
   
     Dreyfus Auto-Exchange Privilege.  Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of the Fund, shares
of Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus
Government Cash Management, Dreyfus Municipal Cash Management Plus, Dreyfus
New York Municipal Cash Management, Dreyfus Tax Exempt Cash Management,
Dreyfus Treasury Cash Management and Dreyfus Treasury Prime 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 the Privilege is effective
three business days following notification by the investor.  An investor
will be notified if its account falls below the amount designated to be
exchanged 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
issued in certificate form are not eligible for Auto-Exchange.
    
     The Exchange Privilege and 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 Exchange Privilege or Dreyfus Auto-Exchange Privilege may be
modified or terminated at any time upon notice to investors.


                           PERFORMANCE INFORMATION

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

     For the thirty-day period ended March 31, 1994, the Fund's current
yield for Class A was 3.68%.  For the thirty-day period ended March 31,
1994, the Fund's current yield for Class B was 3.41%.  Current yield is
computed pursuant to a formula which operates as follows:  The amount of
the Fund's expenses accrued for the 30-day period (net of reimbursements)
is subtracted from the amount of the dividends and interest earned by the
Fund during the period.  That result is then divided by the product of:
(a) the average daily number of shares outstanding during the period that
were entitled to receive dividends, and (b) the maximum offering price per
share on the last day of the period less any undistributed earned income
per share reasonably expected to be declared as a dividend shortly
thereafter.  The quotient is then added to 1, and that sum is raised to the
6th power, after which 1 is subtracted.  The current yield is then arrived
at by multiplying the result by 2.

     The Fund's average annual total return for Class A for the period
October 29, 1993 to March 31, 1994 was 1.48%.  The Fund's average annual
total return for Class B for the period October 29, 1993 to March 31, 1994
was 2.43%.  Average annual total return is calculated by determining the
ending redeemable value of an investment purchased with a hypothetical
$1,000 payment made at the beginning of the period (assuming the
reinvestment of dividends and distributions), dividing by the amount of the
initial investment, taking the "n"th root of the quotient (where "n" is the
number of years in the period) and subtracting 1 from the result.

     The Fund's total return for Class A for the period October 29, 1993 to
March 31, 1994, was 0.62%.  The Fund's total return for Class B for the
period October 29, 1993 to March 31, 1994 was 1.02%.  Total return is
calculated by subtracting the amount of the net asset value per share at
the beginning of a stated period from the net asset value per share at the
end of the period (after giving effect to the reinvestment of dividends and
distributions during the period), and dividing the result by the net asset
value per share at the beginning of the period.

     From time to time, advertising materials for the Fund may refer to or
discuss then-current or past economic conditions, developments and/or
events, including actual or proposed tax legislation.  From time to time,
advertising materials for the 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 FUND

     The following information supplements and should be read in
conjunction with the section in the Fund's 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.

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


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

     The Bank of New York, 110 Washington Street, New York, New York 10286,
acts as custodian of the Fund's investments.  The Shareholder Services
Group, Inc., a subsidiary of First Data Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's transfer and dividend
disbursing agent.  Neither The Bank of New York nor The Shareholder
Services Group, Inc. has any part in determining the investment policies of
the Fund or which securities are to be purchased or sold by the Fund.

     Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York 10004-
2696, as counsel for the Fund, has rendered its opinion as to certain legal
matters regarding the due authorization and valid issuance of the shares of
beneficial interest being sold pursuant to the Fund's Prospectus.

     Ernst & Young, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.


               DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
                     Statement of Assets and Liabilities
                               October 7, 1993

ASSETS

  Cash. . . . . . . . . . . . . . . . . . . . . . . . .     $100,000

NET ASSETS applicable to 25,000 shares of
     Class A and 25,000 shares of Class B
     ($.001 par value) issued and outstand-
     ing (unlimited number of shares of
     beneficial interest authorized). . . . . . . . . .     $100,000

Class A:

NET ASSET VALUE, offering and
     redemption price per share
     ($50,000 / 25,000 shares). . . . . . . . . . . . .     $2.00


Class B:

NET ASSET VALUE, offering and
     redemption price per share
     ($50,000 / 25,000 shares). . . . . . . . . . . . .     $2.00

Note - Dreyfus Institutional Short Term Treasury Fund (the "Fund") was
organized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts on March 12, 1992 and has had no operations
since that date other than matters relating to its organization and
registration as a diversified, open-end investment company under the
Investment Company Act of 1940 and the Securities Act of 1933 and the sale
and issuance of 25,000 Class A shares and 25,000 Class B shares of
beneficial interest to The Dreyfus Corporation.  Organization costs of
approximately $102,000 will be paid by The Dreyfus Corporation.


                       REPORT OF INDEPENDENT AUDITORS


Shareholder and Board of Trustees
Dreyfus Institutional Short Term Treasury Fund


We have audited the accompanying statement of assets and liabilities of
Dreyfus Institutional Short Term Treasury Fund as of October 7, 1993.  This
statement of assets and liabilities is the responsibility of the Fund's
management.  Our responsibility is to express an opinion on this statement
of assets and liabilities based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of assets and
liabilities is free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
statement of assets and liabilities.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall statement of assets and liabilities
presentation.  We believe that our audit provides a reasonable basis for
our opinion.

In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of
Dreyfus Institutional Short Term Treasury Fund at October 7, 1993, in
conformity with generally accepted accounting principles.


New York, New York
October 7, 1993

                                   Ernst & Young





<PAGE>

Dreyfus
Institutional
Short Term
Treasury Fund
Semi-Annual
Report

March 31, 1994


<PAGE>
- --------------------------------------------------------------------------------
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
STATEMENT OF INVESTMENTS                              MARCH 31, 1994 (UNAUDITED)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------    PRINCIPAL
BONDS AND NOTES--37.6%                                                                      AMOUNT               VALUE
- ---------------------------------------------------------------------------------------   -----------         -----------
<S>                                                                                       <C>                 <C>
U.S. TREASURY BONDS--3.0%
  11 1/2%, 11/15/1995..................................................................   $ 2,000,000         $ 2,198,750
                                                                                                              -----------
U.S. TREASURY NOTES--34.6%
  7 3/4%, 2/15/1995....................................................................    12,000,000          12,328,128
  8 3/8%, 4/15/1995....................................................................     8,000,000           8,297,504
  10 1/2%, 8/15/1995...................................................................     2,000,000           2,148,438
  8 5/8%, 10/15/1995...................................................................     2,000,000           2,105,312
                                                                                                              -----------
TOTAL U.S. TREASURY NOTES..............................................................                        24,879,382
                                                                                                              -----------
TOTAL BONDS AND NOTES
  (cost $27,487,031)...................................................................                       $27,078,132
                                                                                                              -----------
                                                                                                              -----------
- ---------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS--61.3%
- ---------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS--19.7%
Aubrey G. Lanston & Co., 3.55%
  dated 3/31/1994, due 4/4/1994 in the amount
  of $10,003,944 (fully collateralized by $9,900,000 U.S.
  Treasury Notes, 8%, 7/15/1994, value $10,181,160)....................................   $10,000,000         $10,000,000
Kidder Peabody & Co., 3.50%
  dated 3/31/1994, due 4/4/1994 in the amount
  of $4,201,633 (fully collateralized by $4,320,000 U.S
  Treasury Bills due 9/1/1994, value $4,250,880).......................................     4,200,000           4,200,000
                                                                                                              -----------
TOTAL REPURCHASE AGREEMENTS............................................................                        14,200,000
                                                                                                              -----------
- ---------------------------------------------------------------------------------------
U.S. TREASURY BILLS--41.6%
    3.15%, 4/21/1994...................................................................    30,000,000          29,940,150
                                                                                                              -----------
TOTAL SHORT-TERM INVESTMENTS
  (cost $44,143,667)...................................................................                       $44,140,150
                                                                                                              -----------
                                                                                                              -----------
TOTAL INVESTMENTS
  (cost $71,630,698)...................................................................         98.9%         $71,218,282
                                                                                               ------         -----------
                                                                                               ------         -----------
CASH AND RECEIVABLES (NET).............................................................          1.1%         $   751,968
                                                                                               ------         -----------
                                                                                               ------         -----------
NET ASSETS.............................................................................        100.0%         $71,970,250
                                                                                               ------         -----------
                                                                                               ------         -----------
</TABLE>
                       See notes to financial statements.

<PAGE>
- --------------------------------------------------------------------------------
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES                   MARCH 31, 1994 (UNAUDITED)

<TABLE>
<S>                                                                                            <C>            <C>
ASSETS:
  Investments in securities, at value
    (cost $71,630,698)--see statement.......................................................                  $71,218,282
  Cash......................................................................................                      220,774
  Interest receivable.......................................................................                      619,059
                                                                                                              -----------
                                                                                                               72,058,115
LIABILITIES:
  Due to The Dreyfus Corporation............................................................   $  20,431
  Payable for shares of Beneficial Interest redeemed........................................      67,434           87,865
                                                                                               ---------      -----------
NET ASSETS..................................................................................                  $71,970,250
                                                                                                              -----------
                                                                                                              -----------
REPRESENTED BY:
  Paid-in capital...........................................................................                  $72,584,136
  Accumulated net realized (loss) on investments............................................                     (201,470)
  Accumulated gross unrealized (depreciation) on investments................................                     (412,416)
                                                                                                              -----------
NET ASSETS at value.........................................................................                  $71,970,250
                                                                                                              -----------
                                                                                                              -----------
Shares of Beneficial Interest outstanding:
  Class A Shares
    (unlimited number of $.001 par value shares authorized).................................                   21,352,037
                                                                                                              -----------
                                                                                                              -----------
  Class B Shares
    (unlimited number of $.001 par value shares authorized).................................                   15,043,586
                                                                                                              -----------
                                                                                                              -----------
NET ASSET VALUE per share:
  Class A Shares
    ($42,139,380 / 21,352,037 shares).......................................................                        $1.97
  Class B Shares
    ($29,830,870 / 15,043,586 shares).......................................................                        $1.98
</TABLE>

- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FROM OCTOBER 29, 1993 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1994 (UNAUDITED)

<TABLE>
<S>                                                                                            <C>            <C>
INVESTMENT INCOME:
  INTEREST INCOME...........................................................................                  $   833,872
  EXPENSES:
    Management fee--Note 2(a)...............................................................   $  31,886
    Distribution fees (Class B shares)--Note 2(b)...........................................      15,391
                                                                                               ---------
        TOTAL EXPENSES......................................................................                       47,277
                                                                                                              -----------
        INVESTMENT INCOME--NET..............................................................                      786,595
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
  Net realized (loss) on investments--Note 3................................................   $(201,470)
  Net unrealized (depreciation) on investments..............................................    (412,416)
                                                                                               ---------
        NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS...................................                     (613,886)
                                                                                                              -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................................                  $   172,709
                                                                                                              -----------
                                                                                                              -----------
</TABLE>

                       See notes to financial statements.

<PAGE>
- --------------------------------------------------------------------------------
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
FROM OCTOBER 29, 1993 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1994 (UNAUDITED)
<TABLE>
<S>                                                                                                   <C>   <C>
OPERATIONS:
  Investment income--net............................................................................        $    786,595
  Net realized (loss) on investments................................................................            (201,470)
  Net unrealized (depreciation) on investments for the period.......................................            (412,416)
                                                                                                            ------------
      NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..........................................             172,709
                                                                                                            ------------
DIVIDENDS TO SHAREHOLDERS FROM:
  Investment income--net:
    Class A shares..................................................................................            (490,841)
    Class B shares..................................................................................            (295,754)
                                                                                                            ------------
      TOTAL DIVIDENDS...............................................................................            (786,595)
                                                                                                            ------------
BENEFICIAL INTEREST TRANSACTIONS:
  Net proceeds from shares sold:
    Class A shares..................................................................................          93,399,857
    Class B shares..................................................................................          41,140,029
  Dividends reinvested:
    Class A shares..................................................................................             214,195
    Class B shares..................................................................................             282,246
  Cost of shares redeemed:
    Class A shares..................................................................................         (51,195,584)
    Class B shares..................................................................................         (11,356,607)
                                                                                                            ------------
      INCREASE IN NET ASSETS FROM BENEFICIAL INTEREST TRANSACTIONS..................................          72,484,136
                                                                                                            ------------
        TOTAL INCREASE IN NET ASSETS................................................................          71,870,250
NET ASSETS:
  Beginning of period--Note 1.......................................................................             100,000
                                                                                                            ------------
  End of period.....................................................................................        $ 71,970,250
                                                                                                            ------------
                                                                                                            ------------
</TABLE>
<TABLE>
<CAPTION>
                                                                                                        SHARES
                                                                                            -----------------------------
                                                                                             PERIOD ENDED MARCH 31, 1994
                                                                                            ------------------------------
                                                                                              CLASS A            CLASS B
                                                                                            -----------         ----------
<S>                                                                                         <C>                 <C>
CAPITAL SHARE TRANSACTIONS:
  Shares sold............................................................................    46,990,159         20,608,179
  Shares issued for dividends reinvested.................................................       108,216            142,005
  Shares redeemed........................................................................   (25,771,338)        (5,731,598)
                                                                                            -----------         ----------
      NET INCREASE IN SHARES OUTSTANDING.................................................    21,327,037         15,018,586
                                                                                            -----------         ----------
                                                                                            -----------         ----------
</TABLE>
                       See notes to financial statements.

<PAGE>
- --------------------------------------------------------------------------------
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (UNAUDITED)

     Reference is made to page 2 of the Prospectus dated May 13, 1994.


                       See notes to financial statements.

<PAGE>
- --------------------------------------------------------------------------------
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:

     Dreyfus Institutional Short Term Treasury Fund (the "Fund") was organized
as a Massachusetts business trust on March 12, 1992 and had no operations until
October 29, 1993 (commencement of operations) other than matters relating to its
organization and registration as a diversified open-end management investment
company under the Investment Company Act of 1940 ("Act") and the Securities Act
of 1933 and the sale and issuance of 25,000 Class A shares and 25,000 Class B
shares of Beneficial Interest ("Initial Shares") to The Dreyfus Corporation
("Manager"). Dreyfus Service Corporation ("Distributor") acts as the distributor
of the Fund's shares. As of March 31, 1994, the Manager held 2,590,780 shares
for Class A and 25,510 shares for Class B. The Distributor is a wholly-owned
subsidiary of the Manager. The Fund's fiscal year ends on September 30.

     The Fund offers both Class A and Class B shares. Class A shares are subject
to a Shareholder Services Plan and Class B shares are subject to a Service Plan
adopted pursuant to Rule 12b-1 under the Act. Other differences between the two
Classes include the services offered to and the expenses borne by each Class and
certain voting rights.

     (A) PORTFOLIO VALUATION: The Fund's investments are valued at the mean
between the quoted bid prices and asked prices.

     (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions
are recorded on a trade date basis. Realized gain and loss from securities
transactions are recorded on the identified cost basis. Interest income
including, where applicable, amortization of discount on investments, is
recognized on the accrual basis.

     (C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends daily from investment income-net. Such dividends are paid monthly.
Dividends from net realized capital gain, if any, are normally declared and paid
annually, but the Fund may make distributions on a more frequent basis to comply
with the distribution requirements of the Internal Revenue Code. To the extent
that net realized capital gain can be offset by capital loss carryovers, if any,
it is the policy of the Fund not to distribute such gain.

     (D) FEDERAL INCOME TAXES: It is the policy of the Fund to qualify as a
regulated investment company, if such qualification is in the best interest of
its shareholders, by complying with the provisions available to certain
investment companies, as defined in applicable sections of the Internal Revenue
Code, and to make distributions of taxable income sufficient to relieve it from
all, or substantially all, Federal income taxes.

NOTE 2--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:

     (A) Pursuant to a management agreement ("Agreement") with the Manager, the
management fee is computed at the annual rate of .20 of 1% of the average daily
value of the Fund's net assets and is payable monthly.

     The Agreement provides for an expense reimbursement from the Manager should
the Fund's aggregate expenses, exclusive of taxes, brokerage, interest on
borrowings and extraordinary expenses, exceed the expense limitation of any
state having jurisdiction over the Fund for any full fiscal year. The most
stringent state expense limitation applicable to the Fund presently requires
reimbursement of expenses in any full fiscal year that such expenses (excluding
certain expenses as described above) exceed 2 1/2% of the first $30 million, 2%
of the next $70 million and 1 1/2% of the excess over $100 million of the
average value of the Series' net assets in accordance with California "blue sky"
regulations.

<PAGE>
- --------------------------------------------------------------------------------
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND

     Currently, due to an undertaking, the Manager, and not the Fund, is liable
for those expenses of the Fund (excluding certain expenses as described above)
other than management fee, and with respect to the Fund's Class B shares, Rule
12b-1 Service Plan expenses.

     The Manager may modify the existing undertaking provided that the Fund's
shareholders are given 90 days prior notice.

     (B) Under the Service Plan ("Class B Service Plan") adopted pursuant to
Rule 12b-1 under the Act, the Fund pays the Distributor, at an annual rate of
.25 of 1% of the value of the Fund's Class B shares average daily net assets,
for the costs and expenses in connection with advertising, marketing and
distributing Class B shares and for providing certain services to holders of
Class B shares. The Distributor may make payments to one or more Service Agents
(financial institutions, securities dealers, or other industry professional)
based on the value of the Fund's Class B shares owned by clients of the Service
Agent. During the period ended March 31, 1994, $15,391 was charged to the Fund
pursuant to the Class B Service Plan.

     (C) Certain officers and trustees of the Fund are "affiliated persons," as
defined in the Act, of the Manager and/or the Distributor. Each trustee who is
not an "affiliated person" receives an annual fee of $1,000 and an attendance
fee of $250 per meeting.

     (D) On December 5, 1993, the Manager entered into an Agreement and Plan of
Merger (the "Merger Agreement") providing for the merger of the Manager with a
subsidiary of Mellon Bank Corporation ("Mellon").

     Following the merger, it is planned that the Manager 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 the Manager and of Mellon. The merger is expected to
occur in mid-1994, but could occur later.

     As a result of regulatory requirements and the terms of the Merger
Agreement, the Manager will seek various approvals from the Fund's board and
shareholders before completion of the merger. Shareholder approval will be
solicited by a proxy statement.

NOTE 3--SECURITIES TRANSACTIONS:

     Purchases and sales of investment securities, other than short-term
securities, during the period ended March 31, 1994, amounted to $438,504,145 and
$410,818,501, respectively.

     At March 31, 1994, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see the
Statement of Investments).



               DREYFUS INSTITUTIONAL SHORT-TERM TREASURY FUND


                          PART C. OTHER INFORMATION
                           _________________________


Item 24.  Financial Statements and Exhibits. - List
_______    _________________________________________

     (a)  Financial Statements:
   
               Included in Part A of the Registration Statement

               Condensed Financial Information for the period from October
               29, 1993 (commencement of operations) to March 31, 1994
               (unaudited).

               Included in Part B of the Registration Statement:
    
   
                    Statement of Investments-- March 31, 1994 (unaudited).

                    Statement of Assets and Liabilities-- March 31, 1994
                    (unaudited).

                    Statement of Operations-- for the period from October
                    29, 1993 (commencement of operations) to March 31,
                    1994 (unaudited).

                    Statement of Changes in Net Assets-- for the period
                    from October 29, 1993 (commencement of operations) to
                    March 31, 1994 (unaudited).

                    Notes to Financial Statements.

                    Statement of Assets and Liabilities dated
                    October 7, 1993.
    
                    Report of Ernst & Young, Independent Auditors, dated
                    October 7, 1993.






   
Schedules No. I through VII and other financial statement information, for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are either omitted because they are
not required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes
thereto which are included in Part B of the Registration Statement.
    
   
Item 24.  Financial Statements and Exhibits - List (continued)
_______    _____________________________________________________

  (b)     Exhibits:

  (1)     Registrant's Amended and Restated Declaration of Trust is
          incorporated by reference to Exhibit (1) of Pre-Effective
          Amendment No. 1 to the Registration Statement on Form N-1A,
          filed on  October 8, 1993.

  (2)     Registrant's By-Laws, are incorporated by reference to
          Exhibit (2) of Pre-Effective Amendment No. 1 to the Registration
          Statement on Form N-1A, filed on October 8, 1993.

  (5)     Management Agreement is incorporated by reference to Exhibit (5)
          of Pre-Effective Amendment No. 1 to the Registration Statement
          on Form N-1A, filed on October 8, 1993.

  (6)(a)  Distribution Agreement is incorporated by reference to Exhibit
          (6) of Pre-Effective Amendment No. 1 to the Registration
          Statement on Form N-1A, filed on October 8, 1993.

  (8)     The Registrant's Custody Agreement is incorporated by reference
          to Exhibit 8 of Pre-Effective Amendment No. 1 to the
          Registration Statement on Form N-1A, filed on October 8, 1993.

  (9)     The Registrant's Shareholder Services Plan is incorporated by
          reference to Exhibit (9) of Pre-Effective Amendment No. 1 to the
          Registration Statement on Form N-1A, filed on October 8, 1993.

  (10)    Opinion and consent of Registrant's counsel is incorporated by
          reference to Exhibit (10) of Pre-Effective Amendment No. 1 to
          the Registration Statement on Form N-1A, filed on October 8,
          1993.

  (11)    Consent of Independent Auditors.

  (15)    Service Plan is incorporated by reference to Exhibit (15) of
          Pre-Effective Amendment No. 1 to the Registration Statement on
          Form N-1A, filed on October 8, 1993.

  (16)    Schedules of Computation of Performance Data.
    




   
Item 24.  Financial Statements and Exhibits - List (continued)
_______   _____________________________________________________

          Other Exhibits
          ______________

               (a)  Powers of Attorney of the Trustees and officers are
                    incorporated by reference to the Signature Page of
                    Pre-Effective Amendment No. 1 to the Registration
                    Statement on Form N-1A, filed on October 8, 1993.

               (b)  Certificate of Secretary is incorporated by reference
                    to Other Exhibits of Pre-Effective Amendment No. 1
                    to the Registration Statement on Form N-1A, filed on
                    October 8, 1993.
    

   
Item 25.  Persons Controlled by or under Common Control with Registrant
_______   ______________________________________________________________
    
          Not Applicable

   
Item 26.  Number of Holders of Securities
_______   ________________________________

            (1)                              (2)

                                               Number of Record
         Title of Class                 Holders as of April 22, 1994
         ______________                 _____________________________

         Beneficial Interest                 Class A - 25
         (Par value $.001)                    Class B - 16
    

Item 27.    Indemnification
_______     _______________
   
         The Statement as to the general effect of any contract,
         arrangements or statute under which a director, officer,
         underwriter or affiliated person of the Registrant is insured or
         indemnified in any manner against any liability which may be
         incurred in such capacity, other than insurance provided by any
         director, officer, affiliated person or underwriter for their own
         protection, is incorporated by reference to Item 27 of
         Pre-Effective Amendment No. 1 to the Registration Statement on
         Form N-1A, filed on October 8, 1993.
    
   
         Reference is also made to the Distribution Agreement filed as
         Exhibit (6) of Pre-Effective Amendment No. 1 to the Registration
         Statement on Form N-1A, filed on October 8, 1993.
    
   
Item 28.    Business and Other Connections of Investment Adviser
_______     ____________________________________________________
    
            The Dreyfus Corporation ("Dreyfus") and subsidiary companies
            comprise a financial service organization whose business
            consists primarily of providing investment management services
            as the investment adviser, manager and distributor for
            sponsored investment companies registered under the Investment
            Company Act of 1940 and as an investment adviser to
            institutional and individual accounts.  Dreyfus also serves as
            sub-investment adviser to and/or administrator of other
            investment companies.

            Dreyfus Service Corporation, a wholly-owned subsidiary of
            Dreyfus, serves primarily as distributor of shares of
            investment companies sponsored by Dreyfus and of other
            investment companies for which Dreyfus acts as investment
            adviser, sub-investment adviser or administrator.  Dreyfus
            Management, Inc., another wholly-owned subsidiary, provides
            investment management services to various pension plans,
            institutions and individuals.

Item 28.  Business and Other Connections of Investment Adviser (continued)
________  ________________________________________________________________

          Officers and Directors of Investment Adviser
          ____________________________________________


Name and Position
with Dreyfus                  Other Businesses
_________________             ________________

MANDELL L. BERMAN             Real estate consultant and private investor
Director                           29100 Northwestern Highway, Suite 370
                                   Southfield, Michigan 48034;
                              Past Chairman of the Board of Trustees of
                              Skillman Foundation.
                              Member of The Board of Vintners Intl.

ALVIN E. FRIEDMAN             Senior Adviser to Dillon, Read & Co. Inc.
Director                           535 Madison Avenue
                                   New York, New York 10022;
                                   Director and member of the Executive
                                   Committee of Avnet, Inc.**

ABIGAIL Q. McCARTHY           Author, lecturer, columnist and educational
Director                      consultant
                                   2126 Connecticut Avenue
                                   Washington, D.C. 20008

DAVID B. TRUMAN               Educational consultant;
Director                      Past President of the Russell Sage Foundation
                                   230 Park Avenue
                                   New York, New York 10017;
                              Past President of Mount Holyoke College
                                   South Hadley, Massachusetts 01075;
                              Former Director:
                                   Student Loan Marketing Association
                                   1055 Thomas Jefferson Street, N.W.
                                   Washington, D.C. 20006;
                              Former Trustee:
                                   College Retirement Equities Fund
                                   730 Third Avenue
                                   New York, New York 10017

HOWARD STEIN                  Chairman of the Board, President and Investment
Chairman of the Board and     Officer:
Chief Executive Officer            Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                              Chairman of the Board and Investment Officer:
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus New Leaders Fund, Inc.++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc. ++;
                                   The Dreyfus Third Century Fund, Inc.++;
                              Chairman of the Board:
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus America Fund++++;
                                   The Dreyfus Consumer Credit Corporation*;
HOWARD STEIN                       Dreyfus Land Development Corporation*;
(cont'd)                           Dreyfus Management, Inc.*;
                                   Dreyfus Service Corporation*;
                              Chairman of the Board and Chief Executive
                              Officer:
                                   Major Trading Corporation*;
                              President, Managing General Partner and
                              Investment Officer:
                                   Dreyfus Global Growth, L.P. (A Strategic
                                        Fund)++;
                                   Dreyfus Strategic Growth, L.P. ++;
                              Director, President and Investment Officer:
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Focus Funds, Inc.++;
                                   Dreyfus Global Investing++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Premier Growth Fund, Inc.++;
                                   Dreyfus Growth Allocation Fund, Inc.++
                              Director and Investment Officer:
                                   Dreyfus Growth and Income Fund, Inc.++;
                              President:
                                   Dreyfus Consumer Life Insurance Company*;
                              Director:
                                   Avnet, Inc.**;
                                   Comstock Partners Strategy Fund, Inc.***;
                                   Dreyfus A Bonds Plus, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   The Dreyfus Fund International
                                        Limited++++++;
                                   Dreyfus Global Bond Fund, Inc.++;
                                   Dreyfus Insured Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Partnership Management,
                                        Inc.*;
                                   Dreyfus Personal Management, Inc.*;
                                   Dreyfus Precious Metals, Inc.*;
                                   Dreyfus Realty Advisors, Inc.+++;
                                   Dreyfus Service Organization, Inc.*;
                                   Dreyfus Strategic Governments Income,
                                        Inc.++;
                                   The Dreyfus Trust Company++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
HOWARD STEIN                       Seven Six Seven Agency, Inc.*;
(cont'd)                           World Balanced Fund++++;
                              Trustee and Investment Officer:
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Variable Investment Fund++;
                              Trustee:
                                   Corporate Property Investors
                                   New York, New York;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                                   Dreyfus California Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus Institutional Short Term Treasury
                                        Fund++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                        Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                                   Dreyfus Strategic Income++

JULIAN M. SMERLING            Director and Executive Vice President:
Vice Chairman of the               Dreyfus Service Corporation*;
Board of Directors            Director and Vice President:
                                   Dreyfus Consumer Life Insurance Company*;
                                   Dreyfus Service Organization, Inc.*;
                              Vice Chairman and Director:
                                   The Dreyfus Trust Company++;
                                   The Dreyfus Trust Company (N.J.)++;
                              Director:
                                   The Dreyfus Consumer Credit Corporation*;
                                   Dreyfus Partnership Management, Inc.*;
                                   Seven Six Seven Agency, Inc.*

JOSEPH S. DiMARTINO           Director and Chairman of the Board:
President, Chief Operating         The Dreyfus Trust Company++;
Officer and Director          Director, President and Investment Officer:
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Global Bond Fund, Inc.++;
                                   Dreyfus International Equity Fund, Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                              Director and President:
                                   Dreyfus Acquisition Corporation*;
                                   The Dreyfus Consumer Credit Corporation*;
JOSEPH S. DiMARTINO                Dreyfus Edison Electric Index Fund,
(cont'd)                                Inc.++;
                              Dreyfus Life and Annuity Index Fund,
                                   Inc.++;
                                   Dreyfus Partnership Management, Inc.*;
                                   The Dreyfus Trust Company (N.J.)++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   Peoples Index Fund, Inc.++;
                                   Peoples S&P MidCap Index Fund, Inc.++;
                              Trustee, President and Investment Officer:
                                   Dreyfus Cash Management++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus Variable Investment Fund++;
                                   Premier GNMA Fund++;
                              Trustee and President:
                                   First Prairie Cash Management++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;
                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie U.S. Government Income
                                        Fund++;
                                   First Prairie U.S. Treasury Securities
                                        Cash Management++;
                              Trustee, Vice President and Investment Officer:
                                   Dreyfus Institutional Short Term
                                   Treasury Fund++;
                              Trustee and Investment Officer:
                                   Premier GNMA Fund++;
                              Director and Executive Vice President:
                                   Dreyfus Service Corporation*;
                              Director, Vice President and Investment
                              Officer:
                                   Dreyfus Balanced Fund, Inc.++;
                              Director and Vice President:
                                   Dreyfus Service Organization, Inc.*;
                                   General Municipal Bond Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                              Director and Investment Officer:
                                   Dreyfus A Bonds Plus, Inc.++;
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus Short-Term Income Fund, Inc.++;
                                   Premier Growth Fund, Inc.++;
                              Director and Corporate Member:
                                   Muscular Dystrophy Association
                                   810 Seventh Avenue
                                   New York, New York 10019;
JOSEPH S. DiMARTINO           Director:
(cont'd)                           Dreyfus Management, Inc.*;
                                   Dreyfus Personal Management, Inc.*;
                                   Noel Group, Inc.
                                   667 Madison Avenue
                                   New York, New York 10021;
                              Trustee:
                              Bucknell University
                                   Lewisburg, Pennsylvania 17837;
                              President and Investment Officer:
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                              Vice President:
                                   Dreyfus Consumer Life Insurance Company*;
                              Investment Officer:
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                        Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                              President, Chief Operating Officer and
                              Director:
                                   Major Trading Corporation*

LAWRENCE M. GREENE            Chairman of the Board:
Legal Consultant and               The Dreyfus Security Savings
Director                           Bank, F.S.B.+;
                              Director and Executive Vice President:
                                   Dreyfus Service Corporation*;
                              Director and Vice President:
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus Consumer Life Insurance Company*;
                                   Dreyfus Service Organization, Inc.*;
                              Director:
                                   Dreyfus America Fund++++;
                                   Dreyfus BASIC Municipal Fund ++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus-Lincoln, Inc.*;
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;

LAWRENCE M. GREENE                 Dreyfus New Leaders Fund, Inc.++;
(cont'd)                           Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus Precious Metals, Inc.*;
                                   Dreyfus Thrift & Commerce+++;
                                   The Dreyfus Trust Company (N.J.)++;
                                   Seven Six Seven Agency, Inc.*;
                              Vice President:
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                              Trustee:
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                              Investment Officer:
                                   The Dreyfus Fund Incorporated++

ROBERT F. DUBUSS              Director and Treasurer:
Vice President                     Major Trading Corporation*;
                              Director and Vice President:
                                   The Dreyfus Consumer Credit Corporation*;
                                   The Truepenny Corporation*;
                              Vice President:
                                   Dreyfus Consumer Life Insurance Company*;
                              Treasurer:
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Precious Metals, Inc.*;
                                   Dreyfus Service Corporation*;
                              Assistant Treasurer:
                                   The Dreyfus Fund Incorporated++;
                              Director:
                                   The Dreyfus Trust Company++;
                                   The Dreyfus Trust Company (N.J.)++;
                                   Dreyfus Thrift & Commerce****

ALAN M. EISNER                Director and President:
Vice President and Chief           The Truepenny Corporation*;
Financial Officer             Vice President and Chief Financial Officer:
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus Consumer Life Insurance Company*;
                              Treasurer:
                                   Dreyfus Realty Advisors, Inc.+++;
                              Treasurer, Financial Officer and Director:
                                   The Dreyfus Trust Company++;
                                   The Dreyfus Trust Company (N.J.)++;
                              Director:
                                   Dreyfus Thrift & Commerce****;
                              Vice President and Director:
                                   The Dreyfus Consumer Credit Corporation*


DAVID W. BURKE                Vice President and Director:
Vice President and Chief           The Dreyfus Trust Company++;
Administrative Officer        Formerly, President:
                                   CBS News, a division of CBS, Inc.
                                   524 West 57th Street
                                   New York, New York 10019
                              Director:
                                   Dreyfus BASIC Municipal Fund++;
                                   Dreyfus California Tax Exempt Bond
                                        Fund, Inc.++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Intermediate Municipal Bond
                                        Fund, Inc.++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New York Tax Exempt Bond
                                        Fund, Inc.++;
                                   Dreyfus Ohio Municipal Money Market
                                        Fund, Inc.++;
                              Trustee:
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                                   Dreyfus California Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus California Tax Exempt Money
                                        Market Fund++;
                                   Dreyfus Cash Management++;
                                   Dreyfus Connecticut Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
                                   Dreyfus Massachusetts Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt
                                        Bond Fund++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus New Jersey Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus Pennsylvania Intermediate
                                        Municipal Bond Fund++;

DAVID W. BURKE                     Dreyfus Pennsylvania Municipal Money
 (cont'd)                               Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++

ELIE M. GENADRY               President:
Vice President -                   Institutional Services Division of Dreyfus
Institutional Sales                Service Corporation*;
                                   Broker-Dealer Division of Dreyfus Service
                                   Corporation*;
                                   Group Retirement Plans Division of Dreyfus
                                   Service Corporation;
                              Executive Vice President:
                                   Dreyfus Service Corporation*;
                                   Dreyfus Service Organization, Inc.*;
                              Senior Vice President:
                                   Dreyfus Cash Management++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Edison Electric Index Fund,
                                        Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
                                   Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   Peoples Index Fund, Inc.++;
                                   Peoples S&P MidCap Index Fund, Inc.++;
                              Vice President:
                                   The Dreyfus Trust Company++;
                                   Premier Insured Municipal Bond Fund++;
                                   Premier California Municipal Bond Fund++;
                                   Premier Municipal Bond Fund++;
                                   Premier New York Municipal Bond Fund++;
                              Vice President-Sales:
                                   The Dreyfus Trust Company (N.J.)++;
                              Treasurer:
                                   Pacific American Fund+++++

DANIEL C. MACLEAN             Director, Vice President and Secretary:
Vice President and General         Dreyfus Precious Metals, Inc.*;
Counsel                       Director and Vice President:
                                   The Dreyfus Consumer Credit Corporation*;
                                   The Dreyfus Trust Company (N.J.)++;
                              Director and Secretary:
                                   Dreyfus Partnership Management, Inc.*;
                                   Major Trading Corporation*;
                                   The Truepenny Corporation+;
                              Director:
                                   Dreyfus America Fund++++;
                                   Dreyfus Consumer Life Insurance Company*;
                                   The Dreyfus Trust Company++;
                              Vice President:
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus BASIC Municipal Fund++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Cash Management++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Edison Electric Index Fund,
                                        Inc.++;
                                   Dreyfus Florida Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Focus Funds, Inc.++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Growth and Income Fund, Inc.++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
                                   Dreyfus Insured Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                        Fund++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Leaders Fund, Inc.++;
DANIEL C. MACLEAN                  Dreyfus New York Insured Tax Exempt Bond
(cont'd)                                Fund++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Short-Intermediate Municipal Bond
                                        Fund++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc.++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   The Dreyfus Third Century Fund, Inc.++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   First Prairie Cash Management++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;

                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   First Prairie U.S. Government Income
                                        Fund++;
                                   First Prairie U.S. Treasury Securities
                                        Cash Management++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Bond Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                                   General New York Municipal Bond Fund,
                                        Inc.++;
                                   General New York Municipal Money Market
                                        Fund++;
                                   Peoples Index Fund, Inc.++;
                                   Peoples S&P MidCap Index Fund, Inc.++;
                                   Premier Insured Municipal Bond Fund++;
                                   Premier California Municipal Bond Fund++;
                                   Premier GNMA Fund++;
                                   Premier Growth Fund, Inc.++;
                                   Premier Municipal Bond Fund++;
DANIEL C. MACLEAN                  Premier New York Municipal Bond Fund++;
(cont'd)                           Premier State Municipal Bond Fund++;
                              Secretary:
                                   Dreyfus A Bonds Plus, Inc.++;
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus Balanced Fund, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                                   Dreyfus California Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus California Municipal Income,
                                        Inc.++;
                                   Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                                   Dreyfus Connecticut Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Florida Municipal Money Market
                                        Fund++;
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Global Bond Fund, Inc.++;
                                   Dreyfus Global Growth, L.P. (A Strategic
                                        Fund)++;
                                   Dreyfus Global Investing++;
                                   Dreyfus Growth Allocation Fund, Inc.++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus International Equity Fund, Inc.++;
                                   Dreyfus Massachusetts Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Income, Inc.++;
                                   Dreyfus Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus New Jersey Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus New York Municipal Income, Inc.++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                        Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                                   Dreyfus Pennsylvania Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Service Corporation*;
                                   Dreyfus Service Organization, Inc.*;
                                   Dreyfus Short-Term Income Fund, Inc.++;
                                   Dreyfus Strategic Governments Income,
                                        Inc.++;
                                   Dreyfus Strategic Growth, L.P.++;
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
DANIEL C. MACLEAN                  Dreyfus Strategic Municipal Bond Fund,
(cont'd)                                Inc.++;
                                   Dreyfus Strategic Municipals, Inc.++;
                                   Dreyfus Variable Investment Fund++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   General California Municipal Bond Fund,
                                        Inc.++;
                                   Seven Six Seven Agency, Inc.*;
                              Director and Assistant Secretary:
                                   The Dreyfus Fund International
                                        Limited++++++

JEFFREY N. NACHMAN            Vice President-Financial:
Vice President - Mutual            Dreyfus A Bonds Plus, Inc.++;
Fund Accounting                    Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus California Municipal Income,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Cash Management++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Global Growth, L.P. (A Strategic
                                        Fund)++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus Insured Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                   Fund++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus Municipal Income, Inc.++;
                                   Dreyfus Municipal Money Market Fund,
                                        Inc.++;
JEFFREY N. NACHMAN                 Dreyfus New Jersey Municipal Bond Fund,
(cont'd)                                Inc.++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Leaders Fund, Inc.++;
                                   Dreyfus New York Insured Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Municipal Income, Inc.++;
                                   Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                        Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Short-Intermediate Municipal Bond
                                        Fund++;
                                   Dreyfus Strategic Governments Income,
                                        Inc.++;
                                   Dreyfus Strategic Growth, L.P.++;
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Strategic Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Strategic Municipals, Inc.++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   The Dreyfus Third Century Fund, Inc.++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus Variable Investment Fund++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;

                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc.++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Bond Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;
JEFFREY N. NACHMAN                 General Government Securities Money Market
(cont'd)                                Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Bond Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                                   General New York Municipal Bond Fund,
                                        Inc.++;
                                   General New York Municipal Money Market
                                        Fund++;
                                   Peoples Index Fund, Inc.++;
                                   Premier California Municipal Bond Fund++;
                                   Premier GNMA Fund++;
                                   Premier Municipal Bond Fund++;
                                   Premier New York Municipal Bond Fund++;
                                   Premier State Municipal Bond Fund++;
                              Vice President and Treasurer:
                                   Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus Balanced Fund, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC Municipal Fund++;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                                   Dreyfus California Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Connecticut Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Edison Electric Index Fund,
                                        Inc.++;
                                   Dreyfus Florida Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Florida Municipal Money Market
                                        Fund++;
                                   Dreyfus Focus Funds, Inc.++;
                                   Dreyfus Global Bond Fund, Inc.++;
                                   Dreyfus Global Investing++;
                                   Dreyfus Growth Allocation Fund,
                                        Inc.++;
                                   Dreyfus Growth and Income Fund, Inc.++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
                                   Dreyfus International Equity Fund, Inc.++;
                                   Dreyfus Massachusetts Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus New Jersey Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus Pennsylvania Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Short-Term Income Fund, Inc.++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc.++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   First Prairie Cash Management++;
                                   First Prairie U.S. Government Income
                                        Fund++;
JEFFREY N. NACHMAN                 First Prairie U.S. Treasury Securities
(Cont'd)                                Cash Management++;
                                   Peoples S&P MidCap Index Fund, Inc.++;
                                   Premier Growth Fund, Inc.++;
                                   Premier Insured Municipal Bond Fund++;
                              Assistant Treasurer:
                                   Pacific American Fund+++++

PETER A. SANTORIELLO          Director, President and Investment
Vice President                Officer:
                                   Dreyfus Balanced Fund, Inc.++;
                              Director and President:
                                   Dreyfus Management, Inc.*;
                              Vice President:
                                   Dreyfus Personal Management, Inc.*

ROBERT H. SCHMIDT             President and Director:
Vice President                     Dreyfus Service Corporation*;
                                   Seven Six Seven Agency, Inc.*;
                              Formerly, Chairman and Chief Executive
                                   Officer:
                                   Levine, Huntley, Schmidt & Beaver
                                   250 Park Avenue
                                   New York, New York 10017

KIRK V. STUMPP                Senior Vice President and
Vice President -              Director of Marketing:
New Product Development            Dreyfus Service Corporation*

PHILIP L. TOIA                Chairman of the Board and Vice President:
Vice President and                 Dreyfus Thrift & Commerce****;
Director of Fixed-            Director:
Income Research                    The Dreyfus Security Savings Bank F.S.B.+;
                              Senior Loan Officer and Director:
                                   The Dreyfus Trust Company++;
                              Vice President:
                                   The Dreyfus Consumer Credit Corporation*;
                              President and Director:
                                   Dreyfus Personal Management, Inc.*;
                              Director:
                                   Dreyfus Realty Advisors, Inc.+++;
                              Formerly, Senior Vice President:
                                   The Chase Manhattan Bank, N.A. and
                                   The Chase Manhattan Capital Markets
                                   Corporation
                                   One Chase Manhattan Plaza
                                   New York, New York 10081

KATHERINE C. WICKHAM          Vice President:
Assistant Vice President -         Dreyfus Consumer Life Insurance
Human Resources                    Company++;
                                   Formerly, Assistant Commissioner:
                                   Department of Parks and Recreation of the
                                   City of New York
                                   830 Fifth Avenue
                                   New York, New York 10022

JOHN J. PYBURN                Treasurer and Assistant Secretary:
Assistant Vice President           The Dreyfus Fund International
                                        Limited++++++;
                              Treasurer:
                                   Dreyfus A Bonds Plus, Inc.++;
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus California Municipal Income,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Cash Management++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Global Growth, L.P. (A Strategic
                                        Fund)++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus Insured Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                        Fund++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus Municipal Income, Inc.++;
                                   Dreyfus Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Leaders Fund, Inc.++;
                                   Dreyfus New York Insured Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Municipal Income, Inc.++;
                                   Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
JOHN J. PYBURN                     Dreyfus New York Tax Exempt Intermediate
(cont'd)                                Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                        Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Short-Intermediate Municipal Bond
                                        Fund++;
                                   Dreyfus Strategic Governments Income,
                                        Inc.++;
                                   Dreyfus Strategic Growth, L.P.++;
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Strategic Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Strategic Municipals, Inc.++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   The Dreyfus Third Century Fund, Inc.++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus Variable Investment Fund++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;
                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Bond Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Bond Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                                   General New York Municipal Bond Fund,
                                        Inc.++;
                                   General New York Municipal Money Market
                                        Fund++;
                                   Peoples Index Fund, Inc.++;
JOHN J. PYBURN                     Premier California Municipal Bond Fund++;
(cont'd)                                Premier GNMA Fund++;
                                   Premier Municipal Bond Fund++;
                                   Premier New York Municipal Bond Fund++;
                                   Premier State Municipal Bond Fund++

MAURICE BENDRIHEM             Treasurer:
Controller                         Dreyfus Consumer Life Insurance Company*;
                                   Dreyfus Partnership Management, Inc.*;
                                   Dreyfus Service Organization, Inc.*;
                                   Seven Six Seven Agency, Inc.*;
                                   The Truepenny Corporation*;
                              Controller:
                                   Dreyfus Acquisition Corporation*;
                                   The Dreyfus Trust Company++;
                                   The Dreyfus Trust Company (N.J.)++;
                                   The Dreyfus Consumer Credit Corporation*;
                              Assistant Treasurer:
                                   Dreyfus Precious Metals*
                              Formerly, Vice President-Financial Planning,
                              Administration and Tax:
                                   Showtime/The Movie Channel, Inc.
                                   1633 Broadway
                                   New York, New York 10019

MARK N. JACOBS                Vice President:
Secretary and Deputy               Dreyfus A Bonds Plus, Inc.++;
General Counsel                    Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus Balanced Fund, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                                   Dreyfus California Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                                   Dreyfus Connecticut Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Edison Electric Index Fund,
                                        Inc.++;
                                   Dreyfus Florida Municipal Money Market
                                        Fund++;
                                   Dreyfus Focus Funds, Inc.++;
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Global Bond Fund, Inc.++;
                                   Dreyfus Global Growth, L.P. (A Strategic
                                        Fund)++;
                                   Dreyfus Global Investing++;
                                   Dreyfus Growth Allocation Fund,
                                        Inc.++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus International Equity Fund, Inc.++;
                                   Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Massachusetts Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Money Market Instruments, Inc.++;
MARK N. JACOBS                     Dreyfus Municipal Bond Fund, Inc.++;
(cont'd)                           Dreyfus Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus New Jersey Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                   Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                                   Dreyfus Pennsylvania Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Short-Term Income Fund, Inc.++;
                                   Dreyfus Strategic Growth, L.P.++;
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Strategic Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Strategic Municipals, Inc.++;
                                   Dreyfus Variable Investment Fund++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   General California Municipal Bond Fund,
                                        Inc.++;
                                   Peoples Index Fund, Inc.++;
                                   Peoples S&P MidCap Index Fund, Inc.++;
                              Director:
                                   World Balanced Fund++++;
                              Secretary:
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus BASIC Municipal Fund++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Cash Management++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   The Dreyfus Consumer Credit Corporation*;
                                   Dreyfus Consumer Life Insurance Company*;
                                   Dreyfus Florida Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Growth and Income Fund, Inc.++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
MARK N. JACOBS                     Dreyfus Insured Municipal Bond Fund,
(cont'd)                                Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Massachusetts Municipal Money
                                   Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                        Fund++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;

                                   Dreyfus New Leaders Fund, Inc.++;
                                   Dreyfus New York Insured Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Short-Intermediate Municipal Bond
                                        Fund++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc.++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   The Dreyfus Third Century Fund, Inc.++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   First Prairie Cash Management++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;
                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   First Prairie U.S. Government Income
                                        Fund++;
                                   First Prairie U.S. Treasury Securities
                                        Cash Management++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;
MARK N. JACOBS                     General Government Securities Money Market
(cont'd)                                Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Bond Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                                   General New York Municipal Bond Fund,
                                        Inc.++;
                                   General New York Municipal Money Market
                                        Fund++;
                                   Pacific American Fund+++++;
                                   Premier Insured Municipal Bond Fund++;
                                   Premier California Municipal Bond Fund++;
                                   Premier GNMA Fund++;
                                   Premier Growth Fund, Inc.++;
                                   Premier Municipal Bond Fund++;
                                   Premier New York Municipal Bond Fund++;
                                   Premier State Municipal Bond Fund++;
                              Assistant Secretary:
                                   Dreyfus Service Organization, Inc.*;
                                   Major Trading Corporation*;
                                   The Truepenny Corporation*
CHRISTINE PAVALOS             Assistant Secretary:
Assistant Secretary                Dreyfus A Bonds Plus, Inc.++;
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus Balanced Fund, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC Municipal Fund++;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                                   Dreyfus California Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus California Municipal Income,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                                   Dreyfus Capital Value Fund, (A Premier
                                        Fund)++;
                                   Dreyfus Cash Management++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Connecticut Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Edison Electric Index Fund,
                                        Inc.++;
                                   Dreyfus Florida Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Florida Municipal Money Market
                                        Fund++;
                                   Dreyfus Focus Funds, Inc.++;
                                   The Dreyfus Fund Incorporated++;
CHRISTINE PAVALOS                  Dreyfus Global Bond Fund, Inc.++;
(cont'd)                           Dreyfus Global Growth, L.P. (A Strategic
                                   Fund)++;
                                   Dreyfus Global Investing++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Growth Allocation Fund,
                                        Inc.++;
                                   Dreyfus Growth and Income, Inc.++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
                                   Dreyfus Insured Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus International Equity Fund, Inc.++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Massachusetts Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                        Fund++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus Municipal Income, Inc.++;
                                   Dreyfus Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus New Jersey Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Leaders Fund, Inc.++;
                                   Dreyfus New York Insured Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus New York Municipal Income, Inc.++;
                                   Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
CHRISTINE PAVALOS                  Dreyfus 100% U.S. Treasury Intermediate
(cont'd)                                Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                                   Dreyfus Pennsylvania Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Service Corporation*;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Short-Intermediate Municipal Bond
                                        Fund++;
                                   Dreyfus Short-Term Income Fund, Inc.++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc.++;
                                   Dreyfus Strategic Governments Income,
                                        Inc.++;
                                   Dreyfus Strategic Growth, L.P.++;
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Strategic Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Strategic Municipals, Inc.++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   The Dreyfus Third Century Fund, Inc.++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus Variable Investment Fund++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   First Prairie Cash Management++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie U.S. Government Income
                                        Fund++;
                                   First Prairie U.S. Treasury Securities
                                        Cash Management++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Bond Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Bond Fund, Inc.++;
CHRISTINE PAVALOS                  General Municipal Money Market Fund,
(cont'd)                                Inc.++;
                                   General New York Municipal Bond Fund,
                                        Inc.++;
                                   General New York Municipal Money Market
                                        Fund++;
                                   Peoples Index Fund, Inc.++;
                                   Peoples S&P MidCap Index Fund, Inc.++;
                                   Premier Insured Municipal Bond Fund++;
                                   Premier California Municipal Bond Fund++;
                                   Premier GNMA Fund++;
                                   Premier Growth Fund, Inc.++;
                                   Premier Municipal Bond Fund++;
                                   Premier New York Municipal Bond Fund++;
                                   Premier State Municipal Bond Fund++;
                                   The Truepenny Corporation*

______________________________________

*       The address of the business so indicated is 200 Park Avenue, New
        York, New York 10166.
**      The address of the business so indicated is 80 Cutter Mill Road,
        Great Neck, New York 11021.
***     The address of the business so indicated is 45 Broadway, New York,
        New York 10006.
****    The address of the business so indicated is Five Triad Center, Salt
        Lake City, Utah 84180.
+       The address of the business so indicated is Atrium Building, 80 Route
        4 East, Paramus, New Jersey 07652.
++      The address of the business so indicated is 144 Glenn Curtiss
        Boulevard, Uniondale, New York 11556-0144.
+++     The address of the business so indicated is One Rockefeller Plaza,
        New York, New York 10020.
++++    The address of the business so indicated is 2 Boulevard Royal,
        Luxembourg.
+++++   The address of the business so indicated is 800 West Sixth Street,
        Suite 1000, Los Angeles, California 90017.
++++++  The address of the business so indicated is Nassau, Bahama Islands.

Item 29.  Principal Underwriters
________  ______________________

     (a)  Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:

           1)  Comstock Partners Strategy Fund, Inc.
           2)  Dreyfus A Bonds Plus, Inc.
           3)  Dreyfus Appreciation Fund, Inc.
           4)  Dreyfus Asset Allocation Fund, Inc.
           5)  Dreyfus Balanced Fund, Inc.
           6)  Dreyfus BASIC Money Market Fund, Inc.
           7)  Dreyfus BASIC Municipal Fund
           8)  Dreyfus BASIC U.S. Government Money Market Fund
           9)  Dreyfus California Intermediate Municipal Bond Fund
          10)  Dreyfus California Tax Exempt Bond Fund, Inc.
          11)  Dreyfus California Tax Exempt Money Market Fund
          12)  Dreyfus Capital Value Fund, Inc.
          13)  Dreyfus Cash Management
          14)  Dreyfus Cash Management Plus, Inc.
          15)  Dreyfus Connecticut Intermediate Municipal Bond Fund
          16)  Dreyfus Connecticut Municipal Money Market Fund, Inc.
          17)  The Dreyfus Convertible Securities Fund, Inc.
          18)  Dreyfus Edison Electric Index Fund, Inc.
          19)  Dreyfus Florida Intermediate Municipal Bond Fund
          20)  Dreyfus Florida Municipal Money Market Fund
          21)  Dreyfus Focus Funds, Inc.
          22)  The Dreyfus Fund Incorporated
          23)  Dreyfus Global Bond Fund, Inc.
          24)  Dreyfus Global Growth, L.P. (A Strategic Fund)
          25)  Dreyfus Global Investing, Inc.
          26)  Dreyfus GNMA Fund, Inc.
          27)  Dreyfus Government Cash Management
          28)  Dreyfus Growth and Income Fund, Inc.
          29)  Dreyfus Growth Opportunity Fund, Inc.
          30)  Dreyfus Institutional Money Market Fund
          31)  Dreyfus Institutional Short Term Treasury Fund
          32)  Dreyfus Insured Municipal Bond Fund, Inc.
          33)  Dreyfus Intermediate Municipal Bond Fund, Inc.
          34)  Dreyfus International Equity Fund, Inc.
          35)  Dreyfus Investors GNMA Fund
          36)  The Dreyfus Leverage Fund, Inc.
          37)  Dreyfus Life and Annuity Index Fund, Inc.
          38)  Dreyfus Liquid Assets, Inc.
          39)  Dreyfus Massachusetts Intermediate Municipal Bond Fund
          40)  Dreyfus Massachusetts Municipal Money Market Fund
          41)  Dreyfus Massachusetts Tax Exempt Bond Fund
          42)  Dreyfus Michigan Municipal Money Market Fund, Inc.
          43)  Dreyfus Money Market Instruments, Inc.
          44)  Dreyfus Municipal Bond Fund, Inc.
          45)  Dreyfus Municipal Cash Management Plus
          46)  Dreyfus Municipal Money Market Fund, Inc.
          47)  Dreyfus New Jersey Intermediate Municipal Bond Fund
          48)  Dreyfus New Jersey Municipal Bond Fund, Inc.
          49)  Dreyfus New Jersey Municipal Money Market Fund, Inc.
          50)  Dreyfus New Leaders Fund, Inc.
          51)  Dreyfus New York Insured Tax Exempt Bond Fund
          52)  Dreyfus New York Municipal Cash Management
          53)  Dreyfus New York Tax Exempt Bond Fund, Inc.
          54)  Dreyfus New York Tax Exempt Intermediate Bond Fund
          55)  Dreyfus New York Tax Exempt Money Market Fund
          56)  Dreyfus Ohio Municipal Money Market Fund, Inc.
          57)  Dreyfus 100% U.S. Treasury Intermediate Term Fund
          58)  Dreyfus 100% U.S. Treasury Long Term Fund
          59)  Dreyfus 100% U.S. Treasury Money Market Fund
          60)  Dreyfus 100% U.S. Treasury Short Term Fund
          61)  Dreyfus Pennsylvania Intermediate Municipal Bond Fund
          62)  Dreyfus Pennsylvania Municipal Money Market Fund
          63)  Dreyfus Short-Intermediate Government Fund
          64)  Dreyfus Short-Intermediate Municipal Bond Fund
          65)  Dreyfus Short-Term Income Fund, Inc.
          66)  The Dreyfus Socially Responsible Growth Fund, Inc.
          67)  Dreyfus Strategic Growth, L.P.
          68)  Dreyfus Strategic Income
          69)  Dreyfus Strategic Investing
          70)  Dreyfus Tax Exempt Cash Management
          71)  The Dreyfus Third Century Fund, Inc.
          72)  Dreyfus Treasury Cash Management
          73)  Dreyfus Treasury Prime Cash Management
          74)  Dreyfus Variable Investment Fund
          75)  Dreyfus-Wilshire Target Funds, Inc.
          76)  Dreyfus Worldwide Dollar Money Market Fund, Inc.
          77)  First Prairie Cash Management
          78)  First Prairie Diversified Asset Fund
          79)  First Prairie Money Market Fund
          80)  First Prairie Municipal Money Market Fund
          81)  First Prairie Tax Exempt Bond Fund, Inc.
          82)  First Prairie U.S. Government Income Fund
          83)  First Prairie U.S. Treasury Securities Cash Management
          84)  FN Network Tax Free Money Market Fund, Inc.
          85)  General California Municipal Bond Fund, Inc.
          86)  General California Municipal Money Market Fund
          87)  General Government Securities Money Market Fund, Inc.
          88)  General Money Market Fund, Inc.
          89)  General Municipal Bond Fund, Inc.
          90)  General Municipal Money Market Fund, Inc.
          91)  General New York Municipal Bond Fund, Inc.
          92)  General New York Municipal Money Market Fund
          93)  Pacific American Fund
          94)  Peoples Index Fund, Inc.
          95)  Peoples S&P MidCap Index Fund, Inc.
          96)  Premier Insured Municipal Bond Fund
          97)  Premier California Municipal Bond Fund
          98)  Premier GNMA Fund
          99)  Premier Growth Fund, Inc.
          100) Premier Municipal Bond Fund
          101) Premier New York Municipal Bond Fund
          102) Premier State Municipal Bond Fund

(b)
                                                            Positions and
Name and principal       Positions and offices with         offices with
business address         Dreyfus Service Corporation        Registrant
__________________       ___________________________        _____________

Howard Stein*            Chairman of the Board                  Trustee

Robert H. Schmidt*       President and Director                  None

Joseph S. DiMartino*     Executive Vice President and Director   Vice
                                                                 President,
                                                                 Trustee &
                                                                 Investment
                                                                 Officer

Lawrence M. Greene*      Executive Vice President and Director   None

Julian M. Smerling*      Executive Vice President and Director   None

Elie M. Genadry*         Executive Vice President                Senior
                                                                 Vice
                                                                 President

Henry D. Gottmann*       Executive Vice President                None

Donald A. Nanfeldt*      Executive Vice President                Senior
                                                                 Vice
                                                                 President

Kevin Flood*             Senior Vice President                   None

Roy Gross*               Senior Vice President                   None

Irene Papadoulis**       Senior Vice President                   None

Kirk Stumpp*             Senior Vice President and               None
                              Director of Marketing

Diane M. Coffey*         Vice President                          None

Walter T. Harris*        Vice President                          None

William Harvey*          Vice President                          None

Adwick Pinnock**         Vice President                          None

George Pirrone*          Vice President/Trading                  None

Karen Rubin Waldmann*    Vice President                          None

Peter D. Schwab*         Vice President/New Products             None

Michael Anderson*        Assistant Vice President                None

Carolyn Sobering*        Assistant Vice President-Trading        None

Daniel C. Maclean*       Secretary                               Vice
                                                                 President

Robert F. Dubuss*        Treasurer                               None

Maurice Bendrihem*       Controller                              None

Michael J. Dolitsky*     Assistant Controller                    None

Susan Verbil Goldgraben* Assistant Treasurer                     None

Christine Pavalos*       Assistant Secretary                     Assistant
                                                                 Secretary


Broker-Dealer Division of Dreyfus Service Corporation
=====================================================

                         Positions and offices with         Positions and
Name and principal       Broker-Dealer Division of          offices with
business address         Dreyfus Service Corporation        Registrant
__________________       ___________________________        _____________

Elie M. Genadry*         President                               Senior
                                                                 Vice
                                                                 President

Craig E. Smith*          Executive Vice President                None

Peter Moeller*           Vice President and Sales Manager        None

Kristina Williams
Pomano Beach, FL         Vice President-Administration           None

James Barr
Newton, MA               Regional Vice President                 None

Mary B. Brundage
Pasadena, CA             Regional Vice President                 None

Edward Donley
Latham, NY               Regional Vice President                 None

Thomas Ellis
Ranchero Murietta, CA    Regional Vice President                 None

Glenn Farinacci*         Regional Vice President                 None

Peter S. Ferrentino
San Francisco, CA        Regional Vice President                 None

William Frey
Hoffman Estates, IL      Regional Vice President                 None

Suzanne Haley
Tampa, FL                Regional Vice President                 None

Philip Jochem
Warrington, PA           Regional Vice President                 None

Richard P. Kundracik
Waterford, MI            Regional Vice President                 None

Michael Lane
Beaver Falls, PA         Regional Vice President                 None

Fred Lanier
Atlanta, GA              Regional Vice President                 None

Beth Presson
Colchester, VT           Regional Vice President                 None

Joseph Reaves
New Orleans, LA          Regional Vice President                 None

Christian Renninger
Germantown, MD           Regional Vice President                 None

Robert J. Richardson
Houston, TX              Regional Vice President                 None

Kurt Wiessner
Minneapolis, MN          Regional Vice President                 None


Institutional Services Division of Dreyfus Service Corporation
==============================================================

                         Positions and offices with         Positions and
Name and principal       Institutional Services Division    offices with
business address         of Dreyfus Service Corporation     Registrant
__________________       _______________________________    _____________

Elie M. Genadry*         President                               Senior
                                                                 Vice
                                                                 President

Donald A. Nanfeldt*      Executive Vice President                Senior
                                                                 Vice
                                                                 President

Kathleen M. Lewis++      Vice President-Institutional            None
                              Sales Manager


Charles Cardona**        Senior Vice President-                  None
                              Institutional Services

Stacy Alexander*         Vice President-Bank Wholesale           None

Eric Almquist*           Vice President-Eastern Regional         None
                              Sales Manager

James E. Baskin+++++++   Vice President-Institutional Sales      None

Kenneth Bernstein
Boca Raton, FL           Vice President-Bank Wholesale           None

Stephen Burke*           Vice President-Bank Wholesaler          None
                              Sales Manager

Laurel A. Diedrick
     Burrows***          Vice President-Bank Wholesale           None

Gary F. Callahan
Somerville, NJ           Vice President-Bank Wholesale           None

Daniel L. Clawson++++    Vice President-Institutional Sales      None

Anthony T. Corallo
San Francisco, CA        Vice President-Institutional Sales      None

Bonnie M. Cymbryla
Brewerton, NY            Vice President-Bank Wholesale           None

William Davis
Bellevue, WA             Vice President                          None

William E. Findley****   Vice President                          None

Mary Genet*****          Vice President                          None

Melinda Miller Gordon*   Vice President                          None

Christina Haydt++        Vice President-Institutional Sales      None

Carol Anne Kelty*        Vice President-Institutional Sales      None

Gwenn Kessler*****       Vice President-Bank Wholesale           None

Nancy Knee++++           Vice President-Bank Wholesale           None

Bradford Lange*          Vice President-Bank Wholesale           None

Eva Machek*****          Vice President-Institutional Sales      None

Bradley R. Maybury
Seattle, WA              Vice President-Bank Wholesale           None

Mary McCabe***           Vice President-Bank Wholesale           None

James McNamara*****      Vice President-Institutional Sales      None

James Neiland*           Vice President-Bank Wholesale-          None
                              National Accounts Manager

Susan M. O'Connor*       Vice President-Institutional
                              Seminars                           None

Andrew Pearson+++        Vice President-Institutional Sales      None

Jean Heitzman Penny***** Vice President-Institutional Sales      None

Dwight Pierce+           Vice President-Bank Wholesale           None

Lorianne Pinto*          Vice President-Bank Wholesale           None

Douglas Rentschler
Grosse Point Park, MI    Vice President-Bank Wholesale           None

Leah Ryan****            Vice President-Institutional Sales      None

Edward Sands*            Vice President-Institutional
                              Administration                     None

William Schalda*         Vice President-Institutional            None
                              Administration

Sue Ann Seefeld++++      Vice President-Institutional Sales      None

Brant Snavely
Charlotte, NC            Vice President-Bank Wholesale           None

Thomas Stallings
Richmond, VA             Vice President-Institutional Sales      None

Elizabeth Biordi         Vice President-Institutional
     Wieland*                 Administration                     None

Thomas Winnick
Malverne, PA             Vice President-Bank Wholesale           None

Jeanne Butler*           Assistant Vice President-
                              Institutional Operations           None

Roberta Hall*****        Assistant Vice President-
                              Institutional Servicing            None

Tracy Hopkins**          Assistant Vice President-
                              Institutional Operations           None


Lois Paterson*           Assistant Vice President-
                              Institutional Operations           None

Mary Rogers**            Assistant Vice President-
                              Institutional Servicing            None
Karen Markovic
     Shpall++++++        Assistant Vice President                None

Patrick Synan**          Assistant Vice President-
                              Institutional Support              None

Emilie Tongalson**        Assistant Vice President-
                              Institutional Servicing            None

Tonda Watson****         Assistant Vice President-
                              Institutional Sales                None


Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================

                         Positions and offices with         Positions and
Name and principal       Group Retirement Plans Division    offices with
business address         of Dreyfus Service Corporation     Registrant
__________________       _______________________________    _____________

Elie M. Genadry*         President                               Senior
                                                                 Vice
                                                                 President

Robert W. Stone*         Executive Vice President                None

Leonard Larrabee*        Vice President and Senior Counsel       None

George Anastasakos*      Vice President                          None

Bart Ballinger++         Vice President-Sales                    None

Paula Cleary*            Vice President-Marketing                None

Ellen S. Dinas*          Vice President-Marketing/Communications None

William Gallagher*       Vice President-Sales                    None

Jeffrey Lejune
Dallas, TX               Vice President-Sales                    None

Samuel Mancino**         Vice President-Installation             None

Joanna Morris*           Vice President-Sales                    None

Joseph Pickert++         Vice President-Sales                    None

Alison Saunders**        Vice President-Enrollment               None

Scott Zeleznik*          Vice President-Sales                    None

Alana Zion*              Vice President-Sales                    None

Jeffrey Blake*           Assistant Vice President-Sales          None




_____________________________________________________





*         The address of the offices so indicated is 200 Park Avenue,
               New York, New York 10166
**        The address of the offices so indicated is 144 Glenn
               Curtiss Boulevard, Uniondale, New York 11556-0144.
***       The address of the offices so indicated is 580 California Street,
               San Francisco, California 94104.
****      The address of the offices so indicated is 3384 Peachtree
               Road, Suite 100, Atlanta, Georgia 30326-1106.
*****     The address of the offices so indicated is 190 South LaSalle
               Street, Suite 2850, Chicago, Illinois 60603.
+         The address of the offices so indicated is P.O. Box 1657,
               Duxbury, Massachusetts 02331.
++        The address of the offices so indicated is 800 West Sixth Street,
               Suite 1000, Los Angeles, California 90017.
+++       The address of the offices so indicated is 11 Berwick Lane,
               Edgewood, Rhode Island 02905.
++++      The address of the offices so indicated is 1700 Lincoln Street,
               Suite 3940, Denver, Colorado 80203.
+++++     The address of the offices so indicated is 6767 Forest
               Hill Avenue, Richmond, Virginia 23225.
++++++    The address of the offices so indicated is 2117 Diamond Street,
               San Diego, California 92109.
+++++++   The address of the offices so indicated is P.O. Box 757,
            Holliston, Massachusetts 01746.




Item 30.  Location of Accounts and Records
          ________________________________

          1.   The Shareholder Services Group, Inc.,
               a subsidiary of First Data Corporation
               P.O. Box 9671
               Providence, Rhode Island 02940-9671

          2.   The Bank of New York
               110 Washington Street
               New York, New York 10286

          3.   The Dreyfus Corporation
               200 Park Avenue
               New York, New York 10166

Item 31.  Management Services
_______   ___________________

          Not Applicable

Item 32.  Undertakings
________  ____________

  (1)     To call a meeting of shareholders for the purpose of
          voting upon the question of removal of a trustee or trustees when
          requested in writing to do so by the holders of at least 10% of
          the Registrant's outstanding shares of beneficial interest and in
          connection with such meeting to comply with the provisions of
          Section 16(c) of the Investment Company Act of 1940 relating to
          shareholder communications.
   
 (2)      To furnish each person to whom a prospectus is delivered
          with a copy of its latest annual report to shareholders, upon
          request and without charge, beginning with the annual report to
          shareholders for the fiscal year ending September 30, 1994.
    

                                 SIGNATURES
   
     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
New York, and State of New York on the 29th day of April, 1994.
    
                    DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND


            BY:     /s/Joseph S. DiMartino*
                    __________________________________________
                    Joseph S. DiMartino, PRESIDENT

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.

        Signatures                   Title                       Date
__________________________    _______________________________    _________
   
/s/Joseph S. DiMartino*       President (Principal Executive     04/29/94
__________________________    Officer)
Joseph S. DiMartino

/s/Jeffrey N. Nachman*        Treasurer (Principal Financial     04/29/94
__________________________    and Accounting Officer)
Jeffrey N. Nachman

/s/Lucy Wilson Benson*        Trustee                            04/29/94
__________________________
Lucy Wilson Benson

/s/David W. Burke*            Trustee                            04/29/94
__________________________
David W. Burke

/s/Martin D. Fife*            Trustee                            04/29/94
__________________________
Martin D. Fife

/s/Whitney I. Gerard*         Trustee                            04/29/94
__________________________
Whitney I. Gerard

/s/Robert R. Glauber*         Trustee                            04/29/94
__________________________
Robert R. Glauber

/s/Arthur A. Hartman*         Trustee                            04/29/94
__________________________
Arthur A. Hartman


/s/George L. Perry            Trustee                            04/29/94
__________________________
George L. Perry

/s/Howard Stein               Trustee                            04/29/94
__________________________
Howard Stein
    


*BY: __________________________
     Mark N. Jacobs,
     Attorney-in-Fact



                              INDEX OF EXHIBITS


                                                            Page

     (11)       Consent of Ernst & Young,
                Independent Auditors . . . . . . . . . . . .

     (16)       Schedules of Calculations
                of Performance Data. . . . . . . . . . . . .













                      CONSENT OF INDEPENDENT AUDITORS



We consent to the reference to our firm under the caption "Custodian,
Transfer and Dividend Disbursing Agent, Counsel and Independent
Auditors" and to the use of our report dated October 7, 1993 in
this Registration Statement (Form N-1A No. 33-50379) of Dreyfus
Institutional Short-Term Treasury Fund.



                                                ERNST & YOUNG


New York, New York
April 26, 1994







             DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND - CLASS A

                      AVERAGE ANNUAL TOTAL RETURN COMPUTATION


     Average annual total return computation from inception through 3/31/94
             based upon the following formula:

                                      n
                            P( 1 + T )  =   ERV


          where: P = a hypothetical initial payment of $1,000
                 T = average annual total return
                 n = number of years
                ERV = ending redeemable value as of 3/31/94 of a $1,000
                    hypothetical investment made on 10/29/93 (inception)



                                  0.422
                  1000( 1 + T )         =  1,006.18

                                T       =      1.48%
                                          ==========






             DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND - CLASS B

                      AVERAGE ANNUAL TOTAL RETURN COMPUTATION


     Average annual total return computation from inception through 3/31/94
             based upon the following formula:

                                      n
                            P( 1 + T )  =   ERV


          where: P = a hypothetical initial payment of $1,000
                 T = average annual total return
                 n = number of years
                ERV = ending redeemable value as of 3/31/94 of a $1,000
                    hypothetical investment made on 10/29/93 (inception)



                                  0.422
                  1000( 1 + T )         =  1,010.19

                                T       =      2.43%
                                          ==========





         DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND - CLASS B

                         TOTAL RETURN COMPUTATION

        Total return computation from inception through 3/31/94
                 based upon the following formula:



                         [ C + ( C x B ) ] - A
                         ---------------------
                  T =           A



        where:    A = NAV at beginning of period
                  B = Additional shares purchased through dividend reinvestment
                  C = NAV at end of period
                  T = Total return




                  T =   [  1.98 +  (   1.98 x    0.0204 ) ] -  2.00
                        --------------------------------------------
                                       2.00


                                T =    1.02%
                                    ========





          DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND - CLASS B


                        SEC 30 DAY YIELD CALCULATION



INCOME        3/2/94           -    3/31/94                 $99,103.12

EXPENSES      3/2/94           -    3/31/94                 $11,843.99

Average Shares Entitled to Dividend
              3/2/94           -    3/31/94             15,634,585.685

NAV per share 3/31/94                                            $1.98



x     =              99,103.12 -       11,843.99
              ----------------------------------------
                15,634,585.685 x            1.98

x     =               0.002819


                               6
30 Day yield =  2 [( 1 + x)    -1]

                                                   6
30 Day yield =   2 [ (    1 +           0.002819 ) -1]

30 Day yield =            3.41%
              =================




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