STATEMENT OF ADDITIONAL INFORMATION
Supplement dated April 25, 1996
to Statement of Additional Information Dated December 14, 1995
of Waterhouse Investors Cash Management Fund, Inc.
The Waterhouse Investors Cash Management Fund, Inc.'s (the "Fund") Statement of
Additional Information, dated December 14, 1995 has been amended. Previously,
the Investment Policies and Restrictions did not allow the Fund to hold
securities of unseasoned issuers or securities restricted as to disposition,
including Section 4(2) paper and 144A securities, in excess of 15% of the Fund's
net assets. This operating policy was in accordance with the state of Ohio's
requirements. Because the state of Ohio no longer holds money market funds to
this limitation, on March 13, 1996, the Fund's Board of Directors rescinded this
operating policy. As a result, paragraph (iv) on page four of the Fund's
Statement of Additional Information is hereby deleted and the subsequent
paragraphs are appropriately renumbered.
