lp1

485BPOS 1 lp1.htm POST EFFECTIVE AMENDMENT NO. 35 lp1

File Nos. 2-89359
811-3964

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. 35 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 35 [X]

(Check appropriate box or boxes.)

DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS

(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

Mark N. Jacobs, 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)

X on June 1, 2006 pursuant to paragraph (b)

---- 60 days after filing pursuant to paragraph (a)(i)

---- on (date) pursuant to paragraph (a)(i)

---- 75 days after filing pursuant to paragraph (a)(ii)

---- on (date) pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:

---- this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Dreyfus
Cash Management		Funds

Each fund seeks current income, safety of principal and liquidity

by investing in high quality, short-term securities

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Contents

The Funds		Account Information


Introduction	1	Account Policies	35

Dreyfus Cash Management	2	Distributions and Taxes	39

Dreyfus Cash Management Plus,Inc.	5	Services for Fund Investors	40
		Instructions for Account Transactions	41

Dreyfus Government
Cash Management	8
Dreyfus Government Prime		For More Information
Cash Management	11

Dreyfus Treasury Cash Management	14	See back cover.
Dreyfus Treasury Prime
Cash Management	17
Dreyfus Tax Exempt
Cash Management	20
Dreyfus Municipal
Cash Management Plus	23
Dreyfus NewYork Municipal
Cash Management	26
Management	29
Financial Highlights	30

The Funds

INTRODUCTION

Each fund is a money market mutual fund with a separate investment portfolio. The operations and results of a fund are unrelated to those of each other fund.This combined prospectus has been prepared for your convenience so that you can consider nine investment choices in one document.

As a money market fund, each fund is subject to maturity, quality and diversification requirements designed to help it maintain a stable share price.

Generally, each municipal fund is required to invest its assets in securities with the highest or second-highest credit rating or the unrated equivalent as determined by Dreyfus. Each other fund generally is required to invest at least 95% of its assets in the securities of issuers with the highest credit rating or the unrated equivalent as determined by Dreyfus, with the remainder invested in securities with the second-highest credit rating. Dreyfus Cash Management and Dreyfus Cash Management Plus, Inc.,purchase securities with the highest credit rating only, or the unrated equivalent. Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime Cash Management invest only in U.S. government securities. Dreyfus Government Cash Management and Dreyfus Treasury Cash Management invest only in U.S. government securities and in repurchase agreements.

An investment in a fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although each fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a fund.

Concepts to understand

Money market fund: a specific type of fund that seeks to maintain a $1.00 price per share. Money market funds are subject to strict federal requirements and must:

maintain an average dollar-weighted portfolio maturity of 90 days or less

buy individual securities that have remaining maturities of 13 months or less

invest only in high quality, dollar-denominated obligations

Repurchase agreement: a U.S. commercial bank or securities dealer sells U.S. government securities to the fund and agrees to repurchase them at an agreed-upon date (usually the next business day) and price. These agreements offer the fund a means of investing money for a short period of time.

Credit rating: a measure of the issuer’s expected ability to make all required interest and principal payments in a timely manner. An issuer with the highest credit rating has a very strong degree of certainty (or safety) with respect to making all payments. An issuer with the second-highest credit rating has a strong capacity to make all payments, but the degree of safety is somewhat less.

The Funds 1

Dreyfus Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. To pursue this goal, the fund invests in a diversified portfolio of high quality, short-term debt securities,including:

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances, and other short-term securities issued by domestic banks or foreign banks, or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

commercial paper, and other short-term corporate obligations, including those with floating or variable rates of interest

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industr y

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund.The bar chart shows the changes in the performance of the fund’s Administrative shares from year to year.The table shows the fund’s average annual total returns for its Administrative shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.64%
Worst Quarter:		Q1 ’04		+0.19%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 1.04% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


3.00%	2.13%	3.66%

Institutions may call toll-free 1-800-346-3621 for the current yield for Administrative shares. Individuals or entities for whom institutions may purchase or redeem shares should call the institution directly.

What this fund is — and isn’t

This fund is a mutual fund: a pooled investment that is professionally managed and gives you the opportunity to participate in financial markets. It strives to reach its stated goal, although as with all mutual funds, it cannot offer guaranteed results.

An investment in this fund is not a bank deposit. It is not insured or guaranteed by the FDIC or any other government agency. It is not a complete investment program. You could lose money in this fund, but you also have the potential to make money.

Dreyfus Cash Management 3

DREYFUS CASH MANAGEMENT (continued)

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund, which are described for Administrative shares in the table below. Annual fund operating expenses are paid out of fund assets, so their effect is included in the share price.

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

This example shows what you could pay in expenses over time. It uses the same hypothetical conditions other funds use in their prospectuses: $10,000 initial investment, 5% total return each year and no changes in expenses. The figures shown would be the same whether you sold your shares at the end of a period or kept them. Because actual returns and expenses will be different, the example is for comparison only.

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

From time to time, Dreyfus may limit expenses to the extent it deems appropriate to enhance the yield of a fund, or a particular class of a fund, during periods when fixed expenses have a significant impact on the yield of a fund, or a particular class of a fund, as applicable, because of low interest rates. This expense limitation policy is voluntary and temporary and may be revised or terminated by Dreyfus at any time without notice.

Rule 12b-1 fee: the fee paid to the fund’s distributor for distributing Administrative shares, for advertising and marketing related to Administrative shares, and for providing account service and maintenance. Because this fee is paid on an ongoing basis out of fund assets attributable to Administrative shares, over time it will increase the cost of your investment in Administrative shares and could cost you more than paying other types of sales charges.

Other expenses: under an agreement with Dreyfus, in effect since the fund commenced offering Administrative shares, the fund only pays the management fee and the Rule 12b-1 fee. Dreyfus pays all other fund expenses directly. Dreyfus may terminate this agreement upon at least 90 days’ prior notice to investors, but has committed not to do so at least through May 31, 2007.

Dreyfus Cash Management Plus, Inc.

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances and other short-term securities issued by domestic banks or foreign banks (or thrifts) or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements
asset-backed securities

domestic and dollar-denominated foreign commercial paper, and other short-term corporate obligations,including those with floating or variable rates of interest

dollar-denominated obligations issued or guaranteed by one or more foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industr y

the risks generally associated with dollar-denom inated foreign investments,such as economic and political developments, seizure or nationalization of deposits, imposition of taxes or other restric tions on the payment of principal and interest

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Dreyfus Cash Management Plus, Inc. 5

DREYFUS CASH MANAGEMENT PLUS, INC. (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.65%
Worst Quarter:		Q4 ’03		+0.21%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 1.03% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


3.01%	2.20%	3.71%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Cash Management Plus, Inc. 7

Dreyfus Government Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund invests in securities issued or guaranteed as to principal and interest by the U.S. government or its agencies or instrumentalities, and repurchase agreements (including tri-party repurchase agreements) in respect of these securities.The securities in which the fund invests include those backed by the full faith and credit of the U.S. government and those that are neither insured nor guaranteed by the U.S. government.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Not all obligations of the U.S.government,its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S.,their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.60%
Worst Quarter:		Q2 ’04		+0.20%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 1.03% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.94%	2.14%	3.61%

What this fund is — and isn’t

Dreyfus Government Cash Management 9

DREYFUS GOVERNMENT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Government Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as to principal and interest by the U.S. government or its agencies or instrumentalities.The securities in which the fund invests include those backed by the full faith and credit of the U.S. government and those that are neither insured nor guaranteed by the U.S. government.

While the fund is permitted to invest in the full range of securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, the fund cur rently is managed so that income paid by the fund will be exempt from state and local taxes. Because rules regarding the state and local taxation of dividend income can differ from state to state, investors are urged to consult their tax advisers about the taxation of the fund’s dividend income in their state and locality.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

Not all obligations of the U.S.government,its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Student Loan Marketing Association and the Federal Home Loan Banks, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S., their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

Dreyfus Government Prime Cash Management 11

DREYFUS GOVERNMENT PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.59%
Worst Quarter:		Q1 ’04		+0.18%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 1.02% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(2/27/98)


2.90%	2.03%	3.25%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Government Prime Cash Management 13

Dreyfus Treasury Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as to principal and interest by the U.S. government, and repurchase agreements (including tri-party repurchase agreements) in respect of these securities.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the fund is subject to the risk that interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop. In addition, interest rates could drop, thereby reducing the fund’s yield.

A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity. The current market prices for such securities are not guaranteed and will fluctuate.

In addition,because many types of U.S. government securities trade actively outside the U.S.,their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

The fund is subject to the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.57%
Worst Quarter:		Q1 ’04		+0.18%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 1.00% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.81%	2.01%	3.48%

What this fund is — and isn’t

Dreyfus Treasury Cash Management 15

DREYFUS TREASURY CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as to principal and interest by the U.S. government.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

Dreyfus Treasury Prime Cash Management 17

DREYFUS TREASURY PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.50%
Worst Quarter:		Q1 ’04		+0.18%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 0.95% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.69%	1.99%	3.40%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Treasury Prime Cash Management 19

Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term,high quality municipal obligations that provide income exempt from federal personal income tax.The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addition, the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

Municipal obligations are debt securities that provide income free from federal income tax,and state income tax if the investor lives in the issuing state. Municipal obligations are typically of two types:

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

While the fund is permitted to invest up to 20% of its assets in municipal obligations that provide income that may be subject to the federal alternative minimum tax,the fund currently is managed so that income paid by the fund will not be subject to the federal alternative minimum tax.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

Derivative securities, such as structured notes, can be volatile, and the possibility of default by the financial institution or counterparty may be greater for these securities than for other types of money market instruments. Structured notes typically are purchased in privately negotiated transactions from financial institutions, and, thus, an active trading market for such instruments may not exist.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.00%
Worst Quarter:		Q3 ’03		+0.17%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 0.69% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.15%	1.54%	2.35%

What this fund is — and isn’t

Dreyfus Tax Exempt Cash Management 21

DREYFUS TAX EXEMPT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

Although the fund seeks to provide income exempt from federal personal income tax, income from some of its holdings may be subject to the federal alternative minimum tax.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

Dreyfus Municipal Cash Management Plus 23

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q4 ’00		+1.02%
Worst Quarter:		Q3 ’03		+0.17%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 0.70% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.18%	1.58%	2.41%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Municipal Cash Management Plus 25

Dreyfus New York Municipal Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal,NewYork state and NewYork city personal income taxes as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term,high quality municipal obligations that provide income exempt from federal,NewYork state and NewYork city personal income taxes.The fund may also invest in high quality, short-term structured notes, which are derivative instruments whose value is tied to underlying municipal obligations. In addition, the fund may invest temporarily in high quality, taxable money market instruments, and/or municipal obligations that pay income exempt only from federal income tax, including when the portfolio manager believes that acceptable New York municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

Although the fund seeks to provide income exempt from federal, New York state and New York city personal income taxes, interest from some of its holdings may be subject to the federal alternative minimum tax.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

NewYork’s economy and revenues underlying its municipal obligations may decline

the fund’s portfolio securities may be more sensitive to risks that are specific to investing primarily in a single state

The fund is non-diversified,which means that a relatively high percentage of the fund’s assets may be invested in a limited number of issuers.Therefore, its performance may be more vulnerable to changes in the market value of a single issuer and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+0.98%
Worst Quarter:		Q3 ’03		+0.16%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 0.70% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.15%	1.50%	2.31%

What this fund is — and isn’t

Dreyfus New York Municipal Cash Management 27

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

MANAGEMENT

Investment adviser

The investment adviser for each fund is The Dreyfus Corporation (Dreyfus), 200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages approximately $171 billion in approximately 200 mutual fund portfolios. For the past fiscal year, each fund paid Dreyfus a management fee at the annual rate of 0.20% of the fund’s average daily net assets. A discussion regarding the basis for the board’s approving each fund’s management agreement with Dreyfus is available in the fund’s semiannual report for the six months ended July 31, 2005. Dreyfus is the primary mutual fund business of Mellon Financial Corporation (Mellon Financial), a global financial services company. Headquartered in Pittsburgh, Pennsylvania, Mellon Financial is one of the world’s leading providers of financial services for institutions, corporations and high net worth individuals, providing institutional asset management, mutual funds, private wealth management,asset servicing, payment solutions and investor services, and treasury services. Mellon Financial has approximately $4.9 trillion in assets under management, administration or custody, including $808 billion under management.

The Dreyfus asset management philosophy is based on the belief that discipline and consistency are important to investment success. For each fund, Dreyfus seeks to establish clear guidelines for portfolio management and to be systematic in making decisions.This approach is designed to provide each fund with a distinct,stable identity.

Distributor

Each fund’s distributor is Dreyfus Service Corporation (DSC), a wholly-owned subsidiary of Dreyfus. Dreyfus or DSC may provide cash payments out of its own resources to financial intermediaries that sell shares of the funds or provide other services. Such payments are in addition to any Rule 12b-1 fees paid by the funds. These additional payments may be made to intermediaries, including affiliates, that provide shareholder servicing,sub-administration, recordkeeping and/or sub-transfer agency services,marketing support and/or access to sales meetings, sales representatives and management representatives of the financial intermediary. Cash compensation also may be paid to intermediaries for inclusion of the funds on a sales list,including a preferred or select sales list or in other sales programs.These payments sometimes are referred to as “revenue sharing.” In some cases, these payments may create an incentive for a financial intermediary or its employees to recommend or sell shares of a fund to you.Please contact your financial representative for details about any payments they or their firm may receive in connection with the sale of fund shares or the provision of services to the funds.

From time to time, Dreyfus or DSC also may provide cash or non-cash compensation to financial intermediaries or their representatives in the form of occasional gifts;occasional meals,tickets or other entertainment;support for due diligence trips;edu-cational conference sponsorship;support for recognition programs; and other forms of cash or non-cash compensation permissible under broker-dealer regulations, as periodically amended.

Code of ethics

The funds, Dreyfus and DSC have each adopted a code of ethics that permits its personnel,subject to such code, to invest in securities, including securities that may be purchased or held by the funds.The Dreyfus code of ethics restricts the personal securities transactions of its employees,and requires portfolio managers and other investment personnel to comply with the code’s preclearance and disclosure procedures.The primary purpose of the code is to ensure that personal trading by Dreyfus employees does not disadvantage any Dreyfus-managed fund.

Management 29

FINANCIAL HIGHLIGHTS

The following tables describe the performance of each fund’s Administrative shares for the fiscal periods indicated.“Total return”shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had

reinvested all dividends and distributions.These figures have been independently audited by Ernst & Young LLP, whose report, along with the fund’s financial statements, is included in the annual report, which is available upon request.

			Year Ended January 31,
Dreyfus Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.009	.015	.036

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.009)	(.015)	(.036)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.18	1.21	.89	1.56	3.67

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		3.14	1.20	.89	1.55	3.54

Net assets, end of period ($ in millions)		251	266	255	669	506





			Year Ended January 31,
Dreyfus Cash Management Plus, Inc.		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.010	.017	.037

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.010)	(.017)	(.037)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.19	1.22	.96	1.68	3.81

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		3.13	1.13	.97	1.68	3.44

Net assets, end of period ($ in millions)		793	500	1,579	2,030	932

			Year Ended January 31,
Dreyfus Government Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.009	.016	.036

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.009)	(.016)	(.036)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.12	1.16	.93	1.65	3.71
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		3.05	1.10	.93	1.64	3.45
Net assets, end of period ($ in millions)		240	313	900	1,138	623





			Year Ended January 31,
Dreyfus Government Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.030	.011	.008	.015	.034

Distributions:	Dividends from investment
	income — net	(.030)	(.011)	(.008)	(.015)	(.034)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.08	1.11	.84	1.51	3.46
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		3.11	1.09	.81	1.50	3.29
Net assets, end of period ($ in millions)		210	200	130	216	86

Financial Highlights 31

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus Treasury Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.030	.011	.008	.015	.035

Distributions:	Dividends from investment
	income — net	(.030)	(.011)	(.008)	(.015)	(.035)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.00	1.09	.83	1.49	3.52
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		2.98	1.06	.83	1.47	3.32
Net assets, end of period ($ in millions)		87	49	20	23	127





			Year Ended January 31,
Dreyfus Treasury Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.028	.011	.008	.015	.035

Distributions:	Dividends from investment
	income — net	(.028)	(.011)	(.008)	(.015)	(.035)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.86	1.07	.82	1.48	3.57
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		2.83	1.04	.83	1.46	3.30
Net assets, end of period ($ in millions)		26	39	97	205	62

			Year Ended January 31,
Dreyfus Tax Exempt Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.022	.010	.008	.012	.024

Distributions:	Dividends from investment
	income — net	(.022)	(.010)	(.008)	(.012)	(.024)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.26	1.02	.80	1.19	2.40
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		2.25	1.04	.79	1.18	2.30
Net assets, end of period ($ in millions)		105	275	312	185	7


¹Amount represents less than $1 million.





			Year Ended January 31,
Dreyfus Municipal Cash Management Plus		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.023	.010	.008	.012	.025

Distributions:	Dividends from investment
	income — net	(.023)	(.010)	(.008)	(.012)	(.025)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.29	1.03	.83	1.23	2.48
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		2.24	.97	.82	1.21	2.42
Net assets, end of period ($ in millions)		137	129	108	110	71


¹Amount represents less than $1 million.

Financial Highlights 33

FINANCIAL HIGHLIGHTS (continued)





				Year Ended January 31,
	Dreyfus New York Municipal Cash Management		2006	2005	2004	2003	2002

	Per-Share Data ($):
	Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
	Investment operations:	Investment income — net	.022	.010	.008	.011	.023

	Distributions:	Dividends from investment
		income — net	(.022)	(.010)	(.008)	(.011)	(.023)

	Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
	Total Return (%)		2.26	1.00	.79	1.15	2.30
	Ratios/Supplemental Data (%):
	Ratio of expenses to average net assets		.30	.30	.30	.30	.30
	Ratio of net investment income
	to average net assets		2.23	1.02	.79	1.15	2.14
	Net assets, end of period ($ in millions)		8	1	— ¹	6	3


¹	Amount represents less than $1 million.

Account Information

ACCOUNT POLICIES

Each fund is designed for institutional investors, particularly banks, acting for themselves or in a fiduciary, advisory, agency, custodial or similar capacity. 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 fund’s transfer agent for sub-accounting services and will be charged directly for the cost of such services.Institutions purchasing Administrative shares for the benefit of their clients may impose policies, limitations and fees which are different from those described in this prospectus.

Buying shares

The price for fund shares is the fund’s net asset value (NAV),which is generally calculated at 12:00 noon, 5:00 p.m., and 8:00 p.m. for the taxable money market funds, and 1:00 p.m. and 8:00 p.m. for Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management, and 2:00 p.m.and 8:00 p.m. for Dreyfus Municipal Cash Management Plus, on days the New York Stock Exchange, or the transfer agent (as on Good Friday) as to Dreyfus Cash Management and Dreyfus Cash Management Plus, Inc. only, is open for regular business.An order will be priced at the next NAV calculated after the order is received in proper form by the fund’s transfer agent or other authorized entity. Each fund’s investments are valued based on amortized cost. As a result, portfolio securities are valued at their acquisition cost,adjust-ed for discounts or premiums reflected in their purchase price.This method of valuation is designed to enable the fund to price its shares at $1.00 per share.

Applicable to Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc.,Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management,Dreyfus Treasury Cash Management,and Dreyfus Treasury Prime Cash Management only:

As to Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management and Dreyfus Treasury Cash Management, orders in proper form placed prior to 12:00 noon or 5:00 p.m., and payments for which are received in or converted into Federal Funds by the fund’s custodian by 6:00 p.m.,will become effective at the price determined at 12:00 noon or 5:00 p.m., respectively, on that day. In either case, shares purchased will receive the dividend declared on that day.

As to Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime Cash Management only, orders in proper form placed prior to 12:00 noon or 3:00 p.m., and payments for which are received in or converted into Federal Funds by the fund’s custodian by 6:00 p.m., will become effective at the price determined at 12:00 noon or 5:00 p.m., respectively, on that day. In either case, shares purchased will receive the dividend declared on that day. Orders for shares placed between 3:00 p.m and 5:00 p.m.will not be accepted and execut-ed,and notice of the purchase order being rejected will be given to the institution placing the order, and any funds received will be returned promptly to the sending institution.

Orders effected through compatible computer facilities after 5:00 p.m., but prior to 8:00 p.m.,will become effective at the price determined at 8:00 p.m. on that day, if Federal Funds are received by the fund’s custodian by 11:00 a.m.on the following business day. In this case, shares purchased will start earning dividends on the business day following the date the order became effective. Orders effected between 5:00 p.m.and 8:00 p.m., by a means other than a compatible computer facility (and otherwise in proper form), will become effective on the following business day.

Account Information 35

ACCOUNT POLICIES (continued)

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Investors whose orders in proper form are placed and payments for which are received in or converted into Federal Funds by the fund’s custodian,prior to 1:00 p.m., will be effective at the price determined at 1:00 p.m. on that day. In this case, shares purchased will receive the dividend declared on that day.

Orders effected through a compatible computer facility after 1:00 p.m., but prior to 8:00 p.m., will become effective at the price determined at 8:00 p.m.on that day, if Federal Funds are received by the fund’s custodian by 11:00 a.m. on the following business day. In this case, shares purchased will start earning dividends on the business day following the date the order became effective. Orders effected in proper form between 1:00 p.m.and 8:00 p.m., by a means other than a compatible computer facility, will become effective on the following business day.

Applicable to Dreyfus Municipal Cash Management

Plus only:

Investors whose orders in proper form are placed and payments for which are received in or converted into Federal Funds by the fund’s custodian,prior to 2:00 p.m., will be effective at the price determined at 2:00 p.m. on that day. In this case, shares purchased will receive the dividend declared on that day.

Orders effected through a compatible computer facility after 2:00 p.m., but prior to 8:00 p.m., will become effective at the price determined at 8:00 p.m.on that day, if Federal Funds are received by the custodian by 11:00 a.m. on the following business day. In this case, shares purchased will start earning dividends on the business day following the date the order became effective. Orders effected in proper form between 2:00 p.m. and 8:00 p.m., by a means other than a compatible computer facility, will become effective on the following business day.

For all funds, all times are Eastern time.

Minimum investments
	Initial	Additional

Administrative shares	$10,000,000*	none

*The minimum initial investment in Administrative shares is $10,000,000, unless: (a) the investor has invested at least $10,000,000 in the aggregate among any Dreyfus Cash Management fund, Dreyfus Institutional Cash Advantage Fund and Dreyfus Institutional Cash Advantage Plus Fund (including in any class of a fund); or (b) the investor has, in the opinion of Dreyfus Investments Division, adequate intent and availability of assets to reach a future level of investment of $10,000,000 among the funds named above.

Concepts to understand

Net asset value (NAV): a mutual fund’s share price on a given day. A fund’s NAV is calculated by dividing the value of its net assets by the number of its existing shares outstanding.

When calculating its NAV, a fund compares the NAV using amortized cost to its NAV using available market quotations or market equivalents which generally are provided by an independent pricing service approved by the fund’s board. The pricing service’s procedures are reviewed under the general supervision of the board.

Amortized cost: the value of a fund’s portfolio securities, which does not take into account unrealized gains or losses. As a result, portfolio securities are valued at their acquisition cost, adjusted over time based on the discounts or premiums reflected in their purchase price. Each fund uses this valuation method pursuant to Rule 2a-7 under the 1940 Act in order to be able to price its shares at $1.00 per share. In accordance with Rule 2a-7, each fund is subject to certain maturity, quality and diversification requirements to help it maintain the $1.00 share price.

Selling shares

Investors may sell (redeem) shares at any time by wire, telephone, or compatible computer facility. Shares will be sold at the next determined NAV.

Applicable to Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc.,Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash Management only:

If a redemption request is received in proper form by the fund’s transfer agent or other authorized entity by 5:00 p.m., the proceeds of the redemption, if transfer by wire is requested, ordinarily will be transmitted in Federal Funds on the same day, and the shares will not receive the dividend declared on that day. If a request for redemption is received in proper form by the fund’s transfer agent or other authorized entity after 5:00 p.m., but by 8:00 p.m.,the proceeds of the redemption ordinarily will be transmitted in Federal Funds on the next business day, and the shares will receive the dividend declared on that day.

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

If a redemption request is received in proper form by the fund’s transfer agent or other authorized entity by 1:00 p.m., the proceeds of the redemption, if transfer by wire is requested, ordinarily will be transmitted in Federal Funds on the same day, and the shares will not receive the dividend declared on that day. If a request for redemption is received in proper form by the fund’s transfer agent or other authorized entity after 1:00 p.m., but by 8:00 p.m.,the proceeds of the redemption ordinarily will be transmitted in Federal Funds on the next business day, and the shares will receive the dividend declared on that day.

Applicable to Dreyfus Municipal Cash Management

Plus only:

If a redemption request is received in proper form by the fund’s transfer agent or other authorized entity by 2:00 p.m., the proceeds of the redemption, if transfer by wire is requested,ordinarily will be transmitted in Federal Funds on the same day,and the shares will not receive the dividend declared on that day. If a request for redemption is received in proper form by the fund’s transfer agent or other authorized entity after 2:00 p.m., but by 8:00 p.m., the proceeds of the redemption ordinarily will be transmitted in Federal Funds on the next business day, and the shares will receive the dividend declared on that day.

For all funds, all times are Eastern time.

Applicable to all funds:

The processing of redemptions and the delivery of the proceeds may be delayed beyond the same or next business day, depending on the circumstance, for any period (i) during which the New York Stock Exchange is closed (other than on holidays or weekends), or during which trading on the New York Stock Exchange is restricted; (ii) when an emergency exists that makes difficult the disposal of securities owned by a fund or the determination of the fair value of the fund’s net assets;or (iii) as permitted by order of the Securities and Exchange Commission for the protection of fund shareholders. If, for one of these reasons, the processing of redemptions and the delivery of redemption proceeds is delayed beyond the same or next business day, the delay may be for up to seven days.For these purposes,the Securities and Exchange Commission determines the conditions under which trading shall be deemed to be restricted and an emergency shall be deemed to exist.Any certificates representing fund shares being sold must be returned with the redemption request.

Before selling recently purchased shares, please note that if the fund has not yet collected payment for the shares being sold, it may delay sending the proceeds for up to eight business days or until it has collected payment.

Account Information 37

ACCOUNT POLICIES (continued)

General policies

Unless the investor declines telephone privileges on the application, the investor may be responsible for any fraudulent telephone order as long as Dreyfus takes reasonable measures to verify the order.

Money market funds generally are used by investors for short-term investments, often in place of bank checking or savings accounts, or for cash management purposes.Investors value the ability to add and withdraw their funds quickly, without restriction. For this reason, although Dreyfus discourages excessive trading and other abusive trading practices, the funds have not adopted policies and procedures, or imposed redemption fees or other restrictions such as minimum holding periods, to deter frequent purchases and redemptions of fund shares. Dreyfus also believes that money market funds, such as the funds, are not targets of abusive trading practices,because money market funds seek to maintain a $1.00 per share price and typically do not fluctuate in value based on market prices. However, frequent purchases and redemptions of a fund’s shares could increase the fund’s transaction costs, such as market spreads and custodial fees, and may interfere with the efficient management of the fund’s portfolio, which could detract from the fund’s performance.Accordingly, each fund reserves the right to refuse any purchase or exchange request. Funds in the Dreyfus Family of Funds that are not money market mutual funds have approved policies and procedures that are intended to discourage and prevent abusive trading practices in those mutual funds, which may apply to exchanges from or into a fund. If you plan to exchange your fund shares for shares of another Dreyfus fund, please read the prospectus of that other Dreyfus fund for more information.

Each fund reserves the right to:

refuse any purchase or exchange request that could adversely affect the fund or its operations

change or discontinue its exchange privilege, or temporarily suspend this privilege during unusual market conditions

• change its minimum investment amounts

Each fund also reserves the right to make a “redemption in kind” — payment in portfolio securities rather than cash — if the amount being redeemed is deemed by the manager to be large enough to affect fund operations. Investors are urged to call Dreyfus Investments Division before effecting any large transaction.

Each fund may also process purchase and sale orders and calculate its NAV on days that the fund’s primary trading markets are open and the fund’s management determines to do so.

DISTRIBUTIONS AND TAXES

Each fund earns dividends, interest and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. Each fund also realizes capital gains from its invest-ments,and distributes these gains (less any losses) to shareholders as capital gain distributions.Each fund normally pays dividends once a month and capital gain distributions annually. Fund dividends and capital gain distributions will be reinvested in the fund unless the investor instructs the fund otherwise. There are no fees or sales charges on reinvestments.

Distributions paid by the taxable money market funds are subject to federal income tax, and may also be subject to state or local taxes (unless the investor is investing through a tax-advantaged retirement account). For federal tax purposes, in general, certain fund distributions, including distributions of short-term capital gains, are taxable to investors as ordinary income.

Each municipal money market fund anticipates that virtually all of its income dividends will be exempt from federal and, as to Dreyfus New York Municipal Cash Management, New York state and NewYork city, personal income taxes.However, for federal tax purposes, certain distributions, such as distributions of short-term capital gains,are taxable to investors as ordinary income, while long-term capital gains are taxable to investors as capital gains.

With respect to Dreyfus NewYork Municipal Cash Management, for New York state and city personal income tax purposes, distributions derived from interest on municipal securities of NewYork issuers and from interest on qualifying securities issued by U.S. territories and possessions are generally exempt from tax. Distributions that are federally taxable as ordinary income or capital gains are generally subject to the state’s personal income taxes.

The tax status of any distribution generally is the same regardless of how long an investor has been in the fund and whether distributions are reinvested or taken in cash.

An investor’s sale of shares, including exchanges into other funds,may result in a capital gain or loss for tax purposes.A capital gain or loss on an investment in the fund generally is the difference between the cost of the investor’s shares and the amount received when the investor sells them.

The tax status of an investor’s distributions will be detailed in the investor’s annual tax statement from the fund.Because everyone’s tax situation is unique, please consult a tax advisor before investing.

Account Information 39

SERVICES FOR FUND INVESTORS

Exchange privilege

An investor may purchase, in exchange for Administrative shares of any Dreyfus Cash Management fund, Administrative shares of any other Dreyfus Cash Management fund, or Administrative Advantage shares of Dreyfus Institutional Cash Advantage Fund or Dreyfus Institutional Cash Advantage Plus Fund. Be sure to read the current prospectus for the relevant Dreyfus Institutional fund before exchanging into it. An exchange may be requested in writing or by telephone. Any new account established through an exchange will have the same privileges as the original account (as long as they are available).There is currently no fee for exchanges.

Dreyfus Auto-Exchange privilege

Dreyfus Auto-Exchange privilege enables an investor to invest regularly (on a monthly, semi-monthly, quarterly or annual basis),in exchange for Administrative shares of any Dreyfus Cash Management fund, in Administrative shares of any other Dreyfus Cash Management fund, or in Administrative Advantage shares of Dreyfus Institutional Cash Advantage Fund or Dreyfus Institutional Cash Advantage Plus Fund, if the investor is a shareholder in such fund.There is currently no fee for this privilege.

Account statements

Every fund investor automatically receives regular account statements. Each investor also will be sent a yearly statement detailing the tax characteristics of any dividends and distributions the investor has received.

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For More Information

Dreyfus Cash Management
SEC file number:		811-4175

Dreyfus Cash Management Plus, Inc.
SEC file number:		811-5295

Dreyfus Government Cash Management
A series of Dreyfus Government Cash Management Funds
SEC file number:		811-3964

Dreyfus Government Prime Cash Management
A series of Dreyfus Government Cash Management Funds
SEC file number:		811-3964

Dreyfus Treasury Cash Management
SEC file number:		811-4723

Dreyfus Treasury Prime Cash Management
SEC file number:		811-5718

Dreyfus Tax Exempt Cash Management
SEC file number:		811-3954

Dreyfus Municipal Cash Management Plus
SEC file number:		811-6172

Dreyfus New York Municipal Cash Management
SEC file number:		811-6395

More information on each fund is available free

upon request,including the following:

Annual/Semiannual Report

Describes each fund’s performance, lists its portfolio holdings and contains a letter from the fund’s manager discussing recent market conditions, economic trends and fund strategies that significantly affected the fund’s performance during the last fiscal year. Each fund’s most recent annual and semi-annual reports are available at www.dreyfus.com.

Statement of Additional Information (SAI)

Provides more details about each fund and its poli-cies.A current SAI is available at www.dreyfus.com and is on file with the Securities and Exchange Commission (SEC).The SAI is incorporated by reference (is legally considered part of this prospectus).

Portfolio Holdings

Each fund will disclose its complete schedule of portfolio holdings, as reported on a month-end basis, at www.dreyfus.com, under Mutual Fund Center – Dreyfus Mutual Funds – Mutual Fund Total Holdings. The information will be posted with a one-month lag and will remain accessible until the fund files a report on Form N-Q or Form N-CSR for the period that includes the date as of which the information was current. In addition, fifteen days following the end of each calendar quarter, each fund will publicly disclose at www.dreyfus.com its complete schedule of portfolio holdings as of the end of such quarter.

A complete description of each fund’s policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the fund’s SAI.

To obtain information:

By telephone

Call your Dreyfus Investments Division representative

or 1-800-346-3621

By E-mail Access Dreyfus Investments Division

at www.dreyfus.com. You can obtain product information and

E-mail requests for information or literature.

By mail Write to:

Dreyfus Investments Division

144 Glenn Curtiss Boulevard

Uniondale, NY 11556-0144

On the Internet Text-only versions of certain fund

documents can be viewed online or downloaded from:

http://www.sec.gov

You can also obtain copies, after paying a duplicating fee, by visiting the SEC’s Public Reference Room in Washington, DC (for information, call 1-202-551-8090) or by E-mail request to publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, Washington, DC 20549-0102.

Dreyfus
Cash Management		Funds

Each fund seeks current income, safety of principal and liquidity

by investing in high quality, short-term securities

Contents

The Funds		Account Information


Introduction	1	Account Policies	35

Dreyfus Cash Management	2	Distributions and Taxes	39

Dreyfus Cash Management Plus, Inc.	5	Services for Fund Investors	40
		Instructions for Account Transactions	41

Dreyfus Government
Cash Management	8
Dreyfus Government Prime		For More Information
Cash Management	11

Dreyfus Treasury Cash Management	14	See back cover.
Dreyfus Treasury Prime
Cash Management	17
Dreyfus Tax Exempt
Cash Management	20
Dreyfus Municipal
Cash Management Plus	23
Dreyfus NewYork Municipal
Cash Management	26
Management	29
Financial Highlights	30

The Funds

INTRODUCTION

As a money market fund, each fund is subject to maturity, quality and diversification requirements designed to help it maintain a stable share price.

Concepts to understand

Money market fund: a specific type of fund that seeks to maintain a $1.00 price per share. Money market funds are subject to strict federal requirements and must:

maintain an average dollar-weighted portfolio maturity of 90 days or less
buy individual securities that have remaining maturities of 13 months or less
invest only in high quality, dollar-denominated obligations

The Funds 1

Dreyfus Cash Management

GOAL/APPROACH

securities issued or guaranteed by the U.S. gov- ernment or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances, and other short-term securities issued by domestic banks or foreign banks, or their subsidiaries or branches

repurchase agreements,including tri-party repur- chase agreements

asset-backed securities

commercial paper, and other short-term corpo- rate obligations, including those with floating or variable rates of interest

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as inter- est rate risk, credit risk and regulatory develop- ments relating to the banking industr y

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Investor shares from year to year.The table shows the fund’s average annual total returns for its Investor shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.60%
Worst Quarter:		Q4 ’03		+0.16%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 1.00% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.85%	1.98%	3.64%

Institutions may call toll-free 1-800-346-3621 for the current yield for Investor shares. Individuals or entities for whom institutions may purchase or redeem shares should call the institution directly.

What this fund is — and isn’t

Dreyfus Cash Management 3

DREYFUS CASH MANAGEMENT (continued)

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund, which are described for Investor shares in the table below. Annual fund operating expenses are paid out of fund assets, so their effect is included in the share price.

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Rule 12b-1 fee: the fee paid to the fund’s distributor for distributing Investor shares, for advertising and marketing related to Investor shares, and for providing account service and maintenance. Because this fee is paid on an ongoing basis out of fund assets attributable to Investor shares, over time it will increase the cost of your investment in Investor shares and could cost you more than paying other types of sales charges.

Other expenses: under an agreement with Dreyfus, in effect since the fund commenced offering Investor shares, the fund only pays the management fee and the Rule 12b-1 fee. Dreyfus pays all other fund expenses directly. Dreyfus may terminate this agreement upon at least 90 days’ prior notice to investors, but has committed not to do so at least through May 31, 2007.

Dreyfus Cash Management Plus, Inc.

GOAL/APPROACH

securities issued or guaranteed by the U.S. gov- ernment or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances and other short-term securities issued by domestic banks or foreign banks (or thrifts) or their subsidiaries or branches

repurchase agreements,including tri-party repur- chase agreements

asset-backed securities

domestic and dollar-denominated foreign com- mercial paper, and other short-term corporate obligations,including those with floating or vari- able rates of interest

dollar-denominated obligations issued or guar- anteed by one or more foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as inter- est rate risk, credit risk and regulatory develop- ments relating to the banking industr y

the risks generally associated with dollar-denom- inated foreign investments,such as economic and political developments, seizure or nationalization of deposits, imposition of taxes or other restric- tions on the payment of principal and interest

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Dreyfus Cash Management Plus, Inc. 5

DREYFUS CASH MANAGEMENT PLUS, INC. (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.61%
Worst Quarter:		Q4 ’03		+0.17%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 1.00% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.85%	2.05%	3.70%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

This example shows what you could pay in expenses over time. It uses the same hypothetical conditions other funds use in their prospectuses: $10,000 initial investment, 5% total return each year and no changes in expenses. The figures shown would be the same whether you sold your-shares at the end of a period or kept them. Because actual returns and expenses will be different, the example is for comparison only.

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Cash Management Plus, Inc. 7

Dreyfus Government Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instru- mentalities,no assurance can be given that it will always do so)

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S.,their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.56%
Worst Quarter:		Q2 ’04		+0.16%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.99% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.78%	1.99%	3.60%

What this fund is — and isn’t

Dreyfus Government Cash Management 9

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

DREYFUS GOVERNMENT CASH MANAGEMENT (continued)

Dreyfus Government Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instru- mentalities,no assurance can be given that it will always do so)

Not all obligations of the U.S.government,its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Student Loan Marketing Association and the Federal Home Loan Banks, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S., their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

Dreyfus Government Prime Cash Management 11

DREYFUS GOVERNMENT PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.55%
Worst Quarter:		Q2 ’04		+0.14%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.98% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(2/27/98)


2.74%	1.88%	3.10%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Government Prime Cash Management 13

Dreyfus Treasury Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

The fund is subject to the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.53%
Worst Quarter:		Q1 ’04		+0.14%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.97% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.66%	1.86%	3.47%

What this fund is — and isn’t

Dreyfus Treasury Cash Management 15

DREYFUS TREASURY CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income is consistent with the preservation of capital and maintenance of liquidity.

To pursue this goal, the fund only invests securities issued or guaranteed as to principal and interest by the U.S. government.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

Dreyfus Treasury Prime Cash Management 17

DREYFUS TREASURY PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.46%
Worst Quarter:		Q1 ’04		+0.14%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.91% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.53%	1.83%	3.39%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Treasury Prime Cash Management 19

Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop
interest rates could drop, thereby reducing the fund’s yield
any of the fund’s holdings could have its credit rating downgraded or could default

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q4 ’00		+0.97%
Worst Quarter:		Q3 ’03		+0.13%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.66% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.00%	1.38%	2.27%

What this fund is — and isn’t

Dreyfus Tax Exempt Cash Management 21

DREYFUS TAX EXEMPT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal personal income tax. The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addi-tion,the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

Although the fund seeks to provide income exempt from federal personal income tax, income from some of its holdings may be subject to the federal alternative minimum tax.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

Dreyfus Municipal Cash Management Plus 23

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+0.98%
Worst Quarter:		Q3 ’03		+0.13%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.66% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.03%	1.42%	2.34%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Municipal Cash Management Plus 25

Dreyfus New York Municipal Cash Management

GOAL/APPROACH

To pursue this goal, the fund normally invests substantially all of its assets in short-term,high quality municipal obligations that provide income exempt from federal,NewYork state and NewYork city income taxes.The fund may also invest in high quality, short-term structured notes, which are derivative instruments whose value is tied to underlying municipal obligations. In addition, the fund may invest temporarily in high quality, taxable money market instruments and/or municipal obligations that pay income exempt only from federal income tax, including when the portfolio manager believes that acceptable New York municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

NewYork’s economy and revenues underlying its municipal obligations may decline

the fund’s portfolio securities may be more sensi- tive to risks that are specific to investing primar- ily in a single state

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+0.94%
Worst Quarter:		Q3 ’03		+0.13%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.66% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.00%	1.35%	2.23%

What this fund is — and isn’t

Dreyfus New York Municipal Cash Management 27

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

MANAGEMENT

Investment adviser

The investment adviser for each fund is The Dreyfus Corporation (Dreyfus), 200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages approximately $171 billion in approximately 200 mutual fund portfolios. For the past fiscal year, each fund paid Dreyfus a management fee at the annual rate of 0.20% of the fund’s average daily net assets. A discussion regarding the basis for the board’s approving each fund’s management agreement with Dreyfus is available in the fund’s semiannual report for the six months ended July 31, 2005. Dreyfus is the primary mutual fund business of Mellon Financial Corporation (Mellon Financial), a global financial services company. Headquartered in Pittsburgh, Pennsylvania, Mellon Financial is one of the world’s leading providers of financial services for institutions, corporations and high net worth individuals, providing institutional asset management, mutual funds, private wealth management, asset servicing, payment solutions and investor services, and treasury services. Mellon Financial has approximately $4.9 trillion in assets under management, administration or custody, including $808 billion under management.

Distributor

Code of ethics

Management 29

FINANCIAL HIGHLIGHTS

The following tables describe the performance of each fund’s Investor shares for the fiscal periods indicated. “Total return” shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had

			Year Ended January 31,
Dreyfus Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.030	.011	.007	.014	.035

Distributions:	Dividends from investment
	income — net	(.030)	(.011)	(.007)	(.014)	(.035)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.03	1.06	.74	1.41	3.51

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.99	1.05	.74	1.40	3.39

Net assets, end of period ($ in millions)		1,238	1,068	1,254	1,814	1,286





			Year Ended January 31,
Dreyfus Cash Management Plus, Inc.		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.030	.011	.008	.015	.036

Distributions:	Dividends from investment
	income — net	(.030)	(.011)	(.008)	(.015)	(.036)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.03	1.07	.81	1.53	3.66

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.98	.98	.82	1.53	3.29

Net assets, end of period ($ in millions)		1,275	1,058	1,203	2,166	1,547

			Year Ended January 31,
Dreyfus Government Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.029	.010	.008	.015	.035

Distributions:	Dividends from investment
	income — net	(.029)	(.010)	(.008)	(.015)	(.035)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.97	1.01	.78	1.50	3.55
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.90	.95	.78	1.49	3.30
Net assets, end of period ($ in millions)		1,050	1,287	1,307	1,591	1,510





			Year Ended January 31,
Dreyfus Government Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.029	.010	.007	.014	.033

Distributions:	Dividends from investment
	income — net	(.029)	(.010)	(.007)	(.014)	(.033)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.92	.96	.69	1.36	3.31
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.96	.94	.66	1.35	3.14
Net assets, end of period ($ in millions)		242	209	243	273	196

Financial Highlights 31

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus Treasury Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.028	.009	.007	.013	.033

Distributions:	Dividends from investment
	income — net	(.028)	(.009)	(.007)	(.013)	(.033)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.84	.94	.68	1.34	3.36
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.83	.91	.68	1.32	3.17
Net assets, end of period ($ in millions)		1,320	1,164	1,288	999	1,035





			Year Ended January 31,
Dreyfus Treasury Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.027	.009	.007	.013	.034

Distributions:	Dividends from investment
	income — net	(.027)	(.009)	(.007)	(.013)	(.034)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.70	.92	.67	1.32	3.42
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.68	.89	.68	1.31	3.15
Net assets, end of period ($ in millions)		651	613	794	1,261	1,300

			Year Ended January 31,
Dreyfus Tax Exempt Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.021	.009	.006	.010	.022

Distributions:	Dividends from investment
	income — net	(.021)	(.009)	(.006)	(.010)	(.022)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.11	.87	.65	1.04	2.25
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.10	.89	.64	1.03	2.15
Net assets, end of period ($ in millions)		255	240	122	119	195





			Year Ended January 31,
Dreyfus Municipal Cash Management Plus		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.021	.009	.007	.011	.023

Distributions:	Dividends from investment
	income — net	(.021)	(.009)	(.007)	(.011)	(.023)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.13	.88	.68	1.08	2.34
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.09	.82	.67	1.06	2.27
Net assets, end of period ($ in millions)		180	105	88	92	63

Financial Highlights 33

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus New York Municipal Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.021	.008	.006	.010	.021

Distributions:	Dividends from investment
	income — net	(.021)	(.008)	(.006)	(.010)	(.021)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.11	.85	.63	1.01	2.15
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.08	.87	.64	1.00	1.99
Net assets, end of period ($ in millions)		125	71	28	21	17

Account Information

ACCOUNT POLICIES

Each fund is designed for institutional investors, particularly banks, acting for themselves or in a fiduciary, advisory, agency, custodial or similar capacity. 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 fund’s transfer agent for sub-accounting services and will be charged directly for the cost of such services.Institutions purchasing Investor shares for the benefit of their clients may impose policies, limitations and fees which are different from those described in this prospectus.

Buying shares

The price for fund shares is the fund’s net asset value (NAV),which is generally calculated at 12:00 noon, 5:00 p.m. and 8:00 p.m. for the taxable money market funds, and 1:00 p.m. and 8:00 p.m. for Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management, and 2:00 p.m.and 8:00 p.m. for Dreyfus Municipal Cash Management Plus, on days the New York Stock Exchange, or the transfer agent (as on Good Friday) as to Dreyfus Cash Management and Dreyfus Cash Management Plus, Inc. only, is open for regular business. An order will be priced at the next NAV calculated after the order is received in proper form by the fund’s transfer agent or other authorized entity. Each fund’s investments are valued based on amortized cost.As a result, portfolio securities are valued at their acquisition cost,adjust-ed for discounts or premiums reflected in their purchase price.This method of valuation is designed to enable the fund to price its shares at $1.00 per share.

Applicable to Dreyfus Cash Management,Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management,Dreyfus Treasury Cash Management,and Dreyfus Treasury Prime Cash Management only:

As to Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime Cash Management only, orders in proper form placed prior to 12:00 noon or 3:00 p.m., and payments for which are received in or converted into Federal Funds by the fund’s custodian by 6:00 p.m., will become effective at the price determined at 12:00 noon or 5:00 p.m., respectively, on that day. In either case, shares purchased will receive the dividend declared on that day. Orders for shares placed between 3:00 p.m and 5:00 p.m.will not be accepted and executed, and notice of the purchase order being rejected will be given to the institution placing the order, and any funds received will be returned promptly to the sending institution.

Account Information 35

ACCOUNT POLICIES (continued)

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management

Plus only:

For all funds, all times are Eastern time.

Minimum investments
	Initial	Additional

Investor shares	$10,000,000*	none

*The minimum initial investment in Investor shares is $10,000,000, unless: (a) the investor has invested at least $10,000,000 in the aggregate among any Dreyfus Cash Management fund, Dreyfus Institutional Cash Advantage Fund and Dreyfus Institutional Cash Advantage Plus Fund (including in any class of a fund); or (b) the investor has, in the opinion of Dreyfus Investments Division, adequate intent and availability of assets to reach a future level of investment of $10,000,000 among the funds named above.

Concepts to understand

Net asset value (NAV): a mutual fund’s share price on a given day. A fund’s NAV is calculated by dividing the value of its net assets by the number of its existing shares outstanding.

Selling shares

Investors may sell (redeem) shares at any time by wire, telephone, or compatible computer facility. Shares will be sold at the next determined NAV.

Applicable to Dreyfus Cash Management,Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management,Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash Management only:

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management Plus

only:

If a redemption request is received in proper form

by the fund’s transfer agent or other authorized

entity by 2:00 p.m., the proceeds of the redemption, if transfer by wire is requested, ordinarily will be transmitted in Federal Funds on the same day, and the shares will not receive the dividend declared on that day. If a request for redemption is received in proper form by the fund’s transfer agent or other authorized entity after 2:00 p.m., but by 8:00 p.m.,the proceeds of the redemption ordinarily will be transmitted in Federal Funds on the next business day, and the shares will receive the dividend declared on that day.

For all funds, all times are Eastern time.

Applicable to all funds:

Any certificates representing fund shares being sold

must be returned with the redemption request.

Account Information 37

ACCOUNT POLICIES (continued)

General policies

Each fund reserves the right to:

refuse any purchase or exchange request that could adversely affect the fund or its operations

change or discontinue its exchange privilege, or temporarily suspend this privilege during unusu- al market conditions

change its minimum investment amounts

Each fund may also process purchase and sale orders and calculate its NAV on days that the fund’s primary trading markets are open and the fund’s management determines to do so.

DISTRIBUTIONS AND TAXES

Each fund earns dividends, interest and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. Each fund also realizes capital gains from its invest-ments,and distributes these gains (less any losses) to shareholders as capital gain distributions. Each fund normally pays dividends once a month and capital gain distributions annually. Fund dividends and capital gain distributions will be reinvested in the fund unless the investor instructs the fund otherwise. There are no fees or sales charges on reinvestments.

The tax status of any distribution generally is the same regardless of how long an investor has been in the fund and whether distributions are reinvested or taken in cash.

Account Information 39

SERVICES FOR FUND INVESTORS

Exchange privilege

An investor may purchase, in exchange for Investor shares of any Dreyfus Cash Management fund, Investor shares of any other Dreyfus Cash Management fund or Investor Advantage shares of Dreyfus Institutional Cash Advantage Fund or Dreyfus Institutional Cash Advantage Plus Fund.Be sure to read the current prospectus for the relevant Dreyfus Institutional fund before exchanging into it.An exchange may be requested in writing or by telephone.Any new account established through an exchange will have the same pr ivileges as the original account (as long as they are available).There is currently no fee for exchanges.

Dreyfus Auto-Exchange privilege

Dreyfus Auto-Exchange privilege enables an investor to invest regularly (on a monthly, semi-monthly, quarterly or annual basis), in exchange for Investor shares of any Dreyfus Cash Management fund, in Investor shares of any other Dreyfus Cash Management fund or in Investor Advantage shares of Dreyfus Institutional Cash Advantage Fund or Dreyfus Institutional Cash Advantage Plus Fund, if the investor is a shareholder in such fund.There is currently no fee for this privilege.

Account statements

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For More Information

Dreyfus Cash Management
SEC file number:		811-4175

Dreyfus Cash Management Plus, Inc.
SEC file number:		811-5295

Dreyfus Government Cash Management
A series of Dreyfus Government Cash Management Funds
SEC file number:		811-3964

Dreyfus Government Prime Cash Management
A series of Dreyfus Government Cash Management Funds
SEC file number:		811-3964

Dreyfus Treasury Cash Management
SEC file number:		811-4723

Dreyfus Treasury Prime Cash Management
SEC file number:		811-5718

Dreyfus Tax Exempt Cash Management
SEC file number:		811-3954

Dreyfus Municipal Cash Management Plus
SEC file number:		811-6172

Dreyfus New York Municipal Cash Management
SEC file number:		811-6395

More information on each fund is available free

upon request,including the following:

Annual/Semiannual Report

Statement of Additional Information (SAI)

Portfolio Holdings

A complete description of each fund’s policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the fund’s SAI.

To obtain information:

By telephone

Call your Dreyfus Investments Division representative or

1-800-346-3621

By E-mail Access Dreyfus Investments Division

at www.dreyfus.com. You can obtain product information and

E-mail requests for information or literature.

By mail Write to:

Dreyfus Investments Division

144 Glenn Curtiss Boulevard

Uniondale, NY 11556-0144

On the Internet Text-only versions of certain fund

documents can be viewed online or downloaded from:

http://www.sec.gov

Dreyfus
Cash Management		Funds

Each fund seeks current income, safety of principal and liquidity

by investing in high quality, short-term securities

Contents

The Funds		Account Information


Introduction	1	Account Policies	35

Dreyfus Cash Management	2	Distributions and Taxes	39

Dreyfus Cash Management Plus,Inc.	5	Services for Fund Investors	40
		Instructions for Account Transactions	41

Dreyfus Government
Cash Management	8
Dreyfus Government Prime		For More Information
Cash Management	11

Dreyfus Treasury Cash Management	14	See back cover.
Dreyfus Treasury Prime
Cash Management	17
Dreyfus Tax Exempt
Cash Management	20
Dreyfus Municipal
Cash Management Plus	23
Dreyfus NewYork Municipal
Cash Management	26
Management	29
Financial Highlights	30

The Funds

INTRODUCTION

As a money market fund, each fund is subject to maturity, quality and diversification requirements designed to help it maintain a stable share price.

Concepts to understand

Money market fund: a specific type of fund that seeks to maintain a $1.00 price per share. Money market funds are subject to strict federal requirements and must:

maintain an average dollar-weighted portfolio maturity of 90 days or less

buy individual securities that have remaining maturities of 13 months or less

• invest only in high quality, dollar-denominated obligations

The Funds 1

Dreyfus Cash Management

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances, and other short-term securities issued by domestic banks or foreign banks, or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

commercial paper, and other short-term corpo-

rate obligations, including those with floating or

variable rates of interest

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industr y

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund.The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year.The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.67%
Worst Quarter:		Q1 ’04		+0.22%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.06% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

3.10%	2.23%	3.90%

Institutions may call toll-free 1-800-346-3621 for the current yield for Institutional shares. Individuals or entities for whom institutions may purchase or redeem shares should call the institution directly.

What this fund is — and isn’t

Dreyfus Cash Management 3

DREYFUS CASH MANAGEMENT (continued)

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund, which are described for Institutional shares in the table below. Annual fund operating expenses are paid out of fund assets, so their effect is included in the share price.

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Other expenses: as to the fund’s Institutional shares, under an agreement with Dreyfus, the fund only pays the management fee. Dreyfus pays all other fund expenses directly. Dreyfus may terminate this agreement upon at least 90 days’ prior notice to investors, but has committed not to do so at least through May 31, 2007.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Cash Management Plus, Inc.

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances and other short-term securities issued by domestic banks or foreign banks (or thrifts) or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

domestic and dollar-denominated foreign commercial paper, and other short-term corporate obligations,including those with floating or variable rates of interest

dollar-denominated obligations issued or guaranteed by one or more foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industr y

the risks generally associated with dollar-denominated foreign investments,such as economic and political developments, seizure or nationalization of deposits, imposition of taxes or other restrictions on the payment of principal and interest

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Dreyfus Cash Management Plus, Inc. 5

DREYFUS CASH MANAGEMENT PLUS, INC. (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.68%
Worst Quarter:		Q4 ’03		+0.23%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.06% .

Average annual total returns as of 12/31/05

1 Year	5 years	10 Years

3.11%	2.30%	3.96%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Cash Management Plus, Inc. 7

Dreyfus Government Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.63%
Worst Quarter:		Q2 ’04		+0.22%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.05% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

3.04%	2.24%	3.86%

What this fund is — and isn’t

Dreyfus Government Cash Management 9

DREYFUS GOVERNMENT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Government Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Student Loan Marketing Association and the Federal Home Loan Banks, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S., their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

Dreyfus Government Prime Cash Management 11

DREYFUS GOVERNMENT PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.62%
Worst Quarter:		Q2 ’04		+0.21%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.05% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(2/27/98)


3.00%	2.13%	3.35%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Government Prime Cash Management 13

Dreyfus Treasury Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

The fund is subject to the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.60%
Worst Quarter:		Q2 ’04		+0.20%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.03% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.91%	2.11%	3.73%

What this fund is — and isn’t

Dreyfus Treasury Cash Management 15

DREYFUS TREASURY CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as to principal and interest by the U.S. government.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

Dreyfus Treasury Prime Cash Management 17

DREYFUS TREASURY PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.53%
Worst Quarter:		Q1 ’04		+0.20%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 0.97% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.79%	2.09%	3.65%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Treasury Prime Cash Management 19

Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal personal income tax. The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addi-tion,the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q4 ’00		+1.03%
Worst Quarter:		Q3 ’03		+0.19%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 0.72% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.25%	1.64%	2.53%

What this fund is — and isn’t

Dreyfus Tax Exempt Cash Management 21

DREYFUS TAX EXEMPT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal personal income tax. The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addi-tion,the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

Although the fund seeks to provide income exempt from federal personal income tax, income from some of its holdings may be subject to the federal alternative minimum tax.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

Dreyfus Municipal Cash Management Plus 23

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q4 ’00		+1.04%
Worst Quarter:		Q3 ’03		+0.20%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 0.72% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.28%	1.68%	2.59%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Municipal Cash Management Plus 25

Dreyfus New York Municipal Cash Management

GOAL/APPROACH

To pursue this goal, the fund normally invests substantially all of its assets in short-term,high quality municipal obligations that provide income exempt from federal,NewYork state and NewYork city personal income taxes.The fund may also invest in high quality, short-term structured notes, which are derivative instruments whose value is tied to underlying municipal obligations. In addition, the fund may invest temporarily in high quality, taxable money market instruments and/or municipal obligations that pay income exempt only from federal income tax, including when the portfolio manager believes that acceptable New York municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

NewYork’s economy and revenues underlying its municipal obligations may decline

the fund’s portfolio securities may be more sensitive to risks that are specific to investing primarily in a single state

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.01%
Worst Quarter:		Q3 ’03		+0.19%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 0.72% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.25%	1.61%	2.48%

What this fund is — and isn’t

Dreyfus New York Municipal Cash Management 27

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

MANAGEMENT

Investment adviser

Distributor

These additional payments may be made to intermediaries, including affiliates, that provide shareholder servicing,sub-administration, recordkeeping and/or sub-transfer agency services,marketing support and/or access to sales meetings, sales representatives and management representatives of the financial intermediary. Cash compensation also may be paid to intermediaries for inclusion of the funds on a sales list,including a preferred or select sales list or in other sales programs.These payments sometimes are referred to as “revenue sharing.” In some cases, these payments may create an incentive for a financial intermediary or its employees to recommend or sell shares of a fund to you.Please contact your financial representative for details about any payments they or their firm may receive in connection with the sale of fund shares or the provision of services to the funds.

Code of ethics

Management 29

FINANCIAL HIGHLIGHTS

The following tables describe the performance of each fund’s Institutional shares for the fiscal periods indicated. “Total return” shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had

			Year Ended January 31,
Dreyfus Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.032	.013	.010	.016	.037

Distributions:	Dividends from investment
	income — net	(.032)	(.013)	(.010)	(.016)	(.037)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.28	1.31	.99	1.66	3.77

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.24	1.30	.99	1.65	3.64

Net assets, end of period ($ in millions)		9,484	9,283	9,507	11,410	13,260





			Year Ended January 31,
Dreyfus Cash Management Plus, Inc.		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.032	.013	.011	.018	.038

Distributions:	Dividends from investment
	income — net	(.032)	(.013)	(.011)	(.018)	(.038)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.29	1.32	1.06	1.78	3.91

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.23	1.23	1.07	1.78	3.54

Net assets, end of period ($ in millions)		5,908	8,466	14,249	24,637	27,179

			Year Ended January 31,
Dreyfus Government Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.032	.013	.010	.017	.037

Distributions:	Dividends from investment
	income — net	(.032)	(.013)	(.010)	(.017)	(.037)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.23	1.26	1.03	1.75	3.81
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.15	1.20	1.03	1.74	3.55
Net assets, end of period ($ in millions)		2,842	3,571	5,409	8,084	7,049





			Year Ended January 31,
Dreyfus Government Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.009	.016	.035

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.009)	(.016)	(.035)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.18	1.21	.94	1.61	3.56
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.21	1.19	.91	1.60	3.39
Net assets, end of period ($ in millions)		773	537	415	285	360

Financial Highlights 31

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus Treasury Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.009	.016	.036

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.009)	(.016)	.036

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.10	1.19	.93	1.59	3.62

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.08	1.16	.93	1.57	3.42

Net assets, end of period ($ in millions)		3,017	2,351	3,312	3,397	2,787





			Year Ended January 31,
Dreyfus Treasury Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.029	.012	.009	.016	.036

Distributions:	Dividends from investment
	income — net	(.029)	(.012)	(.009)	(.016)	(.036)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.96	1.17	.92	1.58	3.68

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		2.93	1.14	.93	1.56	3.40

Net assets, end of period ($ in millions)		1,487	1,333	1,785	3,291	3,331

			Year Ended January 31,
Dreyfus Tax Exempt Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.023	.011	.009	.013	.025

Distributions:	Dividends from investment
	income — net	(.023)	(.011)	(.009)	(.013)	(.025)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.36	1.12	.90	1.29	2.50
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		2.35	1.14	.89	1.28	2.40
Net assets, end of period ($ in millions)		2,645	2,510	1,934	2,073	1,880





			Year Ended January 31,
Dreyfus Municipal Cash Management Plus		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.024	.011	.009	.013	.026

Distributions:	Dividends from investment
	income — net	(.024)	(.011)	(.009)	(.013)	(.026)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.39	1.13	.93	1.33	2.59
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		2.34	1.07	.92	1.31	2.52
Net assets, end of period ($ in millions)		638	500	722	224	125

Financial Highlights 33

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus New York Municipal Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.023	.011	.009	.013	.024

Distributions:	Dividends from investment
	income — net	(.023)	(.011)	(.009)	(.013)	(.024)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.36	1.10	.88	1.26	2.41

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		2.33	1.12	.89	1.25	2.24

Net assets, end of period ($ in millions)		343	336	308	417	588

Account Information

ACCOUNT POLICIES

Each fund is designed for institutional investors, particularly banks, acting for themselves or in a fiduciary, advisory, agency, custodial or similar capacity. 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 fund’s transfer agent for sub-accounting services and will be charged directly for the cost of such services. Institutions purchasing Institutional shares for the benefit of their clients may impose policies, limitations and fees which are different from those described in this prospectus.

Buying shares

The price for fund shares is the fund’s net asset value (NAV), which is generally calculated at 12:00 noon, 5:00 p.m. and 8:00 p.m. for the taxable money market funds, and 1:00 p.m. and 8:00 p.m. for Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management, and 2:00 p.m. and 8:00 p.m for Dreyfus Municipal Cash Management Plus, on days the New York Stock Exchange, or the transfer agent (as on Good Friday) as to Dreyfus Cash Management and Dreyfus Cash Management Plus, Inc. only, is open for regular business.An order will be priced at the next NAV calculated after the order is received in proper form by the fund’s transfer agent or other authorized entity. Each fund’s investments are valued based on amortized cost. As a result, portfolio securities are valued at their acquisition cost,adjust-ed for discounts or premiums reflected in their purchase price.This method of valuation is designed to enable the fund to price its shares at $1.00 per share.

Account Information 35

ACCOUNT POLICIES (continued)

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management

Plus only:

For all funds, all times are Eastern time.

Minimum investments
	Initial	Additional

Institutional shares	$10,000,000 *	none

*The minimum initial investment in Institutional shares is $10,000,000, unless: (a) the investor has invested at least $10,000,000 in the aggregate among any Dreyfus Cash Management fund, Dreyfus Institutional Cash Advantage Fund and Dreyfus Institutional Cash Advantage Plus Fund (including in any class of a fund); or (b) the investor has, in the opinion of Dreyfus Investments Division, adequate intent and availability of assets to reach a future level of investment of $10,000,000 among the funds named above.

Concepts to understand

Net asset value (NAV): a mutual fund’s share price on a given day. A fund’s NAV is calculated by dividing the value of its net assets by the number of its existing shares outstanding.

Selling shares

Investors may sell (redeem) shares at any time by wire, telephone, or compatible computer facility. Shares will be sold at the next determined NAV.

Applicable to Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc.,Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash Management only:

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management

Plus only:

For all funds, all times are Eastern time.

Applicable to all funds:

Account Information 37

ACCOUNT POLICIES (continued)

General policies

Each fund reserves the right to:

refuse any purchase or exchange request that could adversely affect the fund or its operations

change or discontinue its exchange privilege, or temporarily suspend this privilege during unusual market conditions

change its minimum investment amounts

Each fund may also process purchase and sale orders and calculate its NAV on days that the fund’s primary trading markets are open and the fund’s management determines to do so.

DISTRIBUTIONS AND TAXES

With respect to Dreyfus NewYork Municipal Cash Management,for New York state and city personal income tax purposes, distributions derived from interest on municipal securities of NewYork issuers and from interest on qualifying securities issued by U.S. territories and possessions are generally exempt from tax. Distributions that are federally taxable as ordinary income or capital gains are generally subject to the state’s personal income taxes.

The tax status of any distribution generally is the same regardless of how long an investor has been in the fund and whether distributions are reinvested or taken in cash.

Account Information 39

SERVICES FOR FUND INVESTORS

Exchange privilege

An investor may purchase, in exchange for Institutional shares of any Dreyfus Cash Management fund,Institutional shares of any other Dreyfus Cash Management fund or Institutional Advantage shares of Dreyfus Institutional Cash Advantage Fund or Dreyfus Institutional Cash Advantage Plus Fund.Be sure to read the current prospectus for the relevant Dreyfus Institutional fund before exchanging into it.An exchange may be requested in writing or by telephone. Any new account established through an exchange will have the same privileges as the original account (as long as they are avail-able).There is currently no fee for exchanges.

Dreyfus Auto-Exchange privilege

Dreyfus Auto-Exchange privilege enables an investor to invest regularly (on a monthly, semi-monthly, quarterly or annual basis), in exchange for Institutional shares of any Dreyfus Cash Management fund, in Institutional shares of any other Dreyfus Cash Management fund or in Institutional Advantage shares of Dreyfus Institutional Cash Advantage Fund or Dreyfus Institutional Cash Advantage Plus Fund, if the investor is a shareholder in such fund.There is currently no fee for this privilege.

Account statements

[This page intentionally left blank]

For More Information

Dreyfus Cash Management
SEC file number:		811-4175

Dreyfus Cash Management Plus, Inc.
SEC file number:		811-5295

Dreyfus Government Cash Management
A series of Dreyfus Government Cash Management Funds
SEC file number:		811-3964

Dreyfus Government Prime Cash Management
A series of Dreyfus Government Cash Management Funds
SEC file number:		811-3964

Dreyfus Treasury Cash Management
SEC file number:		811-4723

Dreyfus Treasury Prime Cash Management
SEC file number:		811-5718

Dreyfus Tax Exempt Cash Management
SEC file number:		811-3954

Dreyfus Municipal Cash Management Plus
SEC file number:		811-6172

Dreyfus New York Municipal Cash Management
SEC file number:		811-6395

More information on each fund is available free

upon request,including the following:

Annual/Semiannual Report

Statement of Additional Information (SAI)

Portfolio Holdings

A complete description of each fund’s policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the fund’s SAI.

To obtain information:

By telephone

Call your Dreyfus Investments Division representative

or 1-800-346-3621

By E-mail Access Dreyfus Investments Division

at www.dreyfus.com. You can obtain product information and

E-mail requests for information or literature.

By mail Write to:

Dreyfus Investments Division

144 Glenn Curtiss Boulevard

Uniondale, NY 11556-0144

On the Internet Text-only versions of certain fund

documents can be viewed online or downloaded from:

http://www.sec.gov

You can also obtain copies, after paying a duplicating fee, by visiting the SEC’s Public Reference Room in Washington, DC (for information, call 1-202-551-8090) or by E-mail request to public info@sec.gov, or by writing to the SEC’s Public Reference Section, Washington, DC 20549-0102.

Dreyfus
Cash Management		Funds

Each fund seeks current income, safety of principal and liquidity

by investing in high quality, short-term securities

Contents

The Funds		Account Information


Introduction	1	Account Policies	35

Dreyfus Cash Management	2	Distributions and Taxes	39

Dreyfus Cash Management Plus,Inc.	5	Services for Fund Investors	40
		Instructions for Account Transactions	41

Dreyfus Government
Cash Management	8
Dreyfus Government Prime		For More Information
Cash Management	11

Dreyfus Treasury Cash Management	14	See back cover.
Dreyfus Treasury Prime
Cash Management	17
Dreyfus Tax Exempt
Cash Management	20
Dreyfus Municipal
Cash Management Plus	23
Dreyfus NewYork Municipal
Cash Management	26
Management	29
Financial Highlights	30

The Funds

INTRODUCTION

As a money market fund, each fund is subject to maturity, quality and diversification requirements designed to help it maintain a stable share price.

Generally, each municipal fund is required to invest its assets in securities with the highest or second-highest credit rating or the unrated equivalent as determined by Dreyfus. Each other fund generally is required to invest at least 95% of its assets in the securities of issuers with the highest credit rating or the unrated equivalent as determined by Dreyfus, with the remainder invested in securities with the second-highest credit rating. Dreyfus Cash Management and Dreyfus Cash Management Plus, Inc. purchase securities with the highest credit rating only, or the unrated equivalent. Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime Cash Management invest only in U.S. government securities. Dreyfus Government Cash Management and Dreyfus Treasury Cash Management invest only in U.S. government securities and in repurchase agreements.

Concepts to understand

Money market fund: a specific type of fund that seeks to maintain a $1.00 price per share. Money market funds are subject to strict federal requirements and must:

maintain an average dollar-weighted portfolio maturity of 90 days or less

buy individual securities that have remaining maturities of 13 months or less

invest only in high quality, dollar-denominated obligations

The Funds 1

Dreyfus Cash Management

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances, and other short-term securities issued by domestic banks, foreign banks or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

commercial paper, and other short-term corporate obligations, including those with floating or variable rates of interest

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industr y

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Participant shares from year to year.The table shows the fund’s average annual total returns for its Participant shares over time.All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.56%
Worst Quarter:		Q4 ’03		+0.12%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.96% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.69%	1.83%	3.35%

Institutions may call toll-free 1-800-346-3621 for the current yield for Participant shares. Individuals or entities for whom institutions may purchase or redeem shares should call the institution directly.

What this fund is — and isn’t

Dreyfus Cash Management 3

DREYFUS CASH MANAGEMENT (continued)

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund, which are described for Participant shares in the table below. Annual fund operating expenses are paid out of fund assets, so their effect is included in the share price.

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Rule 12b-1 fee: the fee paid to the fund’s distributor for distributing Participant shares, for advertising and marketing related to Participant shares, and for providing account service and maintenance. Because this fee is paid on an ongoing basis out of fund assets attributable to Participant shares, over time it will increase the cost of your investment in Participant shares and could cost you more than paying other types of sales charges.

Other expenses: under an agreement with Dreyfus, in effect since the fund commenced offering Participant shares, the fund only pays the management fee and the Rule 12b-1 fee. Dreyfus pays all other fund expenses directly. Dreyfus may terminate this agreement at any time upon at least 90 days’ prior notice to investors, but has committed not to do so at least through May 31, 2007.

Dreyfus Cash Management Plus, Inc.

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances and other short-term securities issued by domestic banks or foreign banks (or thrifts) or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

domestic and dollar-denominated foreign commercial paper, and other short-term corporate obligations,including those with floating or variable rates of interest

dollar-denominated obligations issued or guaranteed by one or more foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industr y

the risks generally associated with dollar-denominated foreign investments,such as economic and political developments, seizure or nationalization of deposits, imposition of taxes or other restrictions on the payment of principal and interest

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Dreyfus Cash Management Plus, Inc. 5

DREYFUS CASH MANAGEMENT PLUS, INC. (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.58%
Worst Quarter:		Q4 ’03		+0.13%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.96% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.70%	1.90%	3.40%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Cash Management Plus, Inc. 7

Dreyfus Government Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.52%
Worst Quarter:		Q2 ’04		+0.12%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.95% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.63%	1.84%	3.30%

What this fund is — and isn’t

Dreyfus Government Cash Management 9

DREYFUS GOVERNMENT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Government Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

Not all obligations of the U.S.government,its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Student Loan Marketing Association and the Federal Home Loan Banks, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S., their prices may rise and fall as changes in global economic conditions affect the

Dreyfus Government Prime Cash Management 11

DREYFUS GOVERNMENT PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.51%
Worst Quarter:		Q2 ’04		+0.11%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.95% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(2/27/98)


2.59%	1.72%	2.94%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Government Prime Cash Management 13

Dreyfus Treasury Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

The fund is subject to the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.50%
Worst Quarter:		Q1 ’04		+0.10%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.93% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.50%	1.71%	3.17%

What this fund is — and isn’t

Dreyfus Treasury Cash Management 15

DREYFUS TREASURY CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as to principal and interest by the U.S. government.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

Dreyfus Treasury Prime Cash Management 17

DREYFUS TREASURY PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.43%
Worst Quarter:		Q1 ’04		+0.10%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.87% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.38%	1.68%	3.09%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Treasury Prime Cash Management 19

Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal personal income tax. The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addi-tion,the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q4 ’00		+0.93%
Worst Quarter:		Q3 ’03		+0.09%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.62% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


1.85%	1.23%	2.05%

What this fund is — and isn’t

Dreyfus Tax Exempt Cash Management 21

DREYFUS TAX EXEMPT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal personal income tax. The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addi-tion,the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

Although the fund seeks to provide income exempt from federal personal income tax, income from some of its holdings may be subject to the federal alternative minimum tax.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

Dreyfus Municipal Cash Management Plus 23

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+0.94%
Worst Quarter:		Q3 ’03		+0.10%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.62% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


1.88%	1.27%	2.11%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Municipal Cash Management Plus 25

Dreyfus New York Municipal Cash Management

GOAL/APPROACH

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal, New York state and New York city personal income taxes.The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations. In addition, the fund may invest temporarily in high quality, taxable money market instruments, and/or municipal obligations that pay income exempt only from federal income tax, including when the portfolio manager believes that acceptable New York municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

Although the fund seeks to provide income exempt from federal, New York state and New York city personal income taxes, income from some of its holdings may be subject to the federal alternative minimum tax.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

NewYork’s economy and revenues underlying its municipal obligations may decline

the fund’s portfolio securities may be more sensitive to risks that are specific to investing primarily in a single state

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+0.91%
Worst Quarter:		Q3 ’03		+0.09%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.62% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


1.85%	1.21%	2.01%

What this fund is — and isn’t

Dreyfus New York Municipal Cash Management 27

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

MANAGEMENT

Investment adviser

Distributor

Code of ethics

Management 29

FINANCIAL HIGHLIGHTS

The following tables describe the performance of each fund’s Participant shares for the fiscal periods indicated. “Total return” shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had

			Year Ended January 31,
Dreyfus Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.028	.009	.006	.012	.033

Distributions:	Dividends from investment
	income — net	(.028)	(.009)	(.006)	(.012)	(.033)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.87	.91	.59	1.26	3.36

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		2.84	.90	.59	1.25	3.24

Net assets, end of period ($ in millions)		210	244	132	118	201





			Year Ended January 31,
Dreyfus Cash Management Plus, Inc.		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.028	.009	.007	.014	.034

Distributions:	Dividends from investment
	income — net	(.028)	(.009)	(.007)	(.014)	(.034)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.88	.92	.65	1.38	3.50

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		2.83	.83	.67	1.38	3.14

Net assets, end of period ($ in millions)		700	463	957	1,028	491

			Year Ended January 31,
Dreyfus Government Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.028	.009	.006	.013	.033

Distributions:	Dividends from investment
	income — net	(.028)	(.009)	(.006)	(.013)	(.033)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.81	.86	.62	1.35	3.40
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		2.75	.80	.63	1.34	3.15
Net assets, end of period ($ in millions)		244	289	607	645	523





			Year Ended January 31,
Dreyfus Government Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.027	.008	.005	.012	.031

Distributions:	Dividends from investment
	income — net	(.027)	(.008)	(.005)	(.012)	(.031)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.77	.81	.54	1.21	3.15
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		2.81	.79	.51	1.20	2.99
Net assets, end of period ($ in millions)		208	230	229	325	399

Financial Highlights 31

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus Treasury Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.027	.008	.005	.012	.032

Distributions:	Dividends from investment
	income — net	(.027)	(.008)	(.005)	(.012)	(.032)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.69	.79	.52	1.19	3.21
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		2.68	.76	.53	1.17	3.02
Net assets, end of period ($ in millions)		219	210	123	52	121





			Year Ended January 31,
Dreyfus Treasury Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.025	.008	.005	.012	.032

Distributions:	Dividends from investment
	income — net	(.025)	(.008)	(.005)	(.012)	(.032)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.55	.76	.52	1.18	3.26
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		2.53	.74	.53	1.16	3.00
Net assets, end of period ($ in millions)		352	94	179	321	522

			Year Ended January 31,
Dreyfus Tax Exempt Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.019	.007	.005	.009	.021

Distributions:	Dividends from investment
	income — net	(.019)	(.007)	(.005)	(.009)	(.021)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		1.96	.72	.50	.89	2.10
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		1.95	.74	.49	.88	2.00
Net assets, end of period ($ in millions)		42	19	46	139	151





			Year Ended January 31,
Dreyfus Municipal Cash Management Plus		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.020	.007	.005	.009	.022

Distributions:	Dividends from investment
	income — net	(.020)	(.007)	(.005)	(.009)	(.022)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		1.98	.73	.52	.93	2.18
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		1.94	.67	.52	.91	2.12
Net assets, end of period ($ in millions)		25	20	19	16	16

Financial Highlights 33

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus New York Municipal Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.019	.007	.005	.009	.020

Distributions:	Dividends from investment
	income — net	(.019)	(.007)	(.005)	(.009)	(.020)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		1.95	.70	.48	.86	2.04
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		1.93	.72	.49	.85	1.84
Net assets, end of period ($ in millions)		3	6	2	2	— ¹


¹Amount represents less than $1 million.

Account Information

ACCOUNT POLICIES

Each fund is designed for institutional investors, particularly banks, acting for themselves or in a fiduciary, advisory, agency, custodial or similar capacity. 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 fund’s transfer agent for sub-accounting services and will be charged directly for the cost of such services. Institutions purchasing Participant shares for the benefit of their clients may impose policies, limitations and fees which are different from those described in this prospectus.

Buying shares

The price for fund shares is the fund’s net asset value (NAV), which is generally calculated at 12:00 noon, 5:00 p.m. and 8:00 p.m. for the taxable money market funds, and 1:00 p.m. and 8:00 p.m. for Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management, and 2:00 p.m.and 8:00 p.m. for Dreyfus Municipal Cash Management Plus, on days the New York Stock Exchange, or the transfer agent (as on Good Friday) as to Dreyfus Cash Management and Dreyfus Cash Management Plus, Inc. only, is open for regular business. An order will be priced at the next NAV calculated after the order is received in proper form by the fund’s transfer agent or other authorized entity. Each fund’s investments are valued based on amortized cost. As a result, portfolio securities are valued at their acquisition cost,adjust-ed for discounts or premiums reflected in their purchase price.This method of valuation is designed to enable the fund to price its shares at $1.00 per share.

Applicable to Dreyfus Cash Management,Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management,Dreyfus Treasury Cash Management,and Dreyfus Treasury Prime Cash Management only:

Orders effected through compatible computer facilities after 5:00 p.m.,but prior to 8:00 p.m.,will become effective at the price determined at 8:00 p.m. on that day, if Federal Funds are received by the fund’s custodian by 11:00 a.m.on the following business day. In this case, shares purchased will start earning dividends on the business day following the date the order became effective. Orders effected between 5:00 p.m.and 8:00 p.m., by a means other than a compatible computer facility (and otherwise in proper form), will become effective on the following business day.

Account Information 35

ACCOUNT POLICIES (continued)

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Orders effected through a compatible computer facility after 1:00 p.m., but prior to 8:00 p.m., will become effective at the price determined at 8:00 p.m.on that day, if Federal Funds are received by the fund’s custodian by 11:00 a.m. on the following business day. In this case, shares purchased will start earning dividends on the business day following the date the order became effective. Orders effected in proper form between 1:00 p.m., and 8:00 p.m., by a means other than a compatible computer facility, will become effective on the following business day.

Applicable to Dreyfus Municipal Cash Management

Plus only:

For all funds, all times are Eastern time.

Minimum investments
	Initial	Additional

Participant shares	$10,000,000 *	none

* The minimum initial investment in Participant shares is $10,000,000, unless: (a) the investor has invested at least $10,000,000 in the aggregate among any Dreyfus Cash Management fund, Dreyfus Institutional Cash Advantage Fund and Dreyfus Institutional Cash Advantage Plus Fund (including in any class of a fund); or (b) the investor has, in the opinion of Dreyfus Investments Division, adequate intent and availability of assets to reach a future level of investment of $10,000,000 among the funds named above.

Concepts to understand

Net asset value (NAV): a mutual fund’s share price on a given day. A fund’s NAV is calculated by dividing the value of its net assets by the number of its existing shares outstanding.

Amortized cost: the value of a fund’s portfolio securities, which does not take into account unrealized gains or losses. As a result, portfolio securities are valued at their acquisition cost, adjusted over time based on the discounts or premiums reflected in their purchase price. Each fund uses this valuation method pursuant to Rule 2a-7 under the 1940 Act in order to be able to price its shares at $1.00 per share. In accordance with Rule 2a-7, each fund is subject to certain maturity, quality, and diversification requirements to help it maintain the $1.00 share price.

Selling shares

Investors may sell (redeem) shares at any time by wire, telephone, or compatible computer facility. Shares will be sold at the next determined NAV.

Applicable to Dreyfus Cash Management,Dreyfus Cash Management Plus, Inc.,Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash Management only:

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management

Plus only:

If a redemption request is received in proper form

by the fund’s transfer agent or other authorized

entity by 2:00 p.m., the proceeds of the redemption, if transfer by wire is requested, ordinarily will be transmitted in Federal Funds on the same day, and the shares will not receive the dividend declared on that day. If a request for redemption is received in proper form by the fund’s transfer agent or other authorized entity after 2:00 p.m., but by 8:00 p.m., the proceeds of the redemption ordinarily will be transmitted in Federal Funds on the next business day, and the shares will receive the dividend declared on that day.

For all funds, all times are Eastern time.

Applicable to all funds:

The processing of redemptions and the delivery of the proceeds may be delayed beyond the same or next business day, depending on the circumstance, for any period (i) during which the New York Stock Exchange is closed (other than on holidays or weekends), or during which trading on the New York Stock Exchange is restricted; (ii) when an emergency exists that makes difficult the disposal of securities owned by a fund or the determination of the fair value of the fund’s net assets; or (iii) as permitted by order of the Securities and Exchange Commission for the protection of fund shareholders. If, for one of these reasons, the processing of redemptions and the delivery of redemption proceeds is delayed beyond the same or next business day, the delay may be for up to seven days.For these purposes,the Securities and Exchange Commission determines the conditions under which trading shall be deemed to be restricted and an emergency shall be deemed to exist.Any certificates representing fund shares being sold must be returned with the redemption request.

Account Information 37

ACCOUNT POLICIES (continued)

General policies

Each fund reserves the right to:

refuse any purchase or exchange request that could adversely affect the fund or its operations

change or discontinue its exchange privilege, or temporarily suspend this privilege during unusual market conditions

• change its minimum investment amounts

Each fund may also process purchase and sale orders and calculate its NAV on days that the fund’s primary trading markets are open and the fund’s management determines to do so.

DISTRIBUTIONS AND TAXES

The tax status of any distribution generally is the same regardless of how long an investor has been in the fund and whether distributions are reinvested or taken in cash.

Account Information 39

SERVICES FOR FUND INVESTORS

Exchange privilege

An investor may purchase, in exchange for Participant shares of any Dreyfus Cash Management fund, Participant shares of any other Dreyfus Cash Management fund, or Participant Advantage shares of Dreyfus Institutional Cash Advantage Fund or Dreyfus Institutional Cash Advantage Plus Fund. Be sure to read the current prospectus for the relevant Dreyfus Institutional fund before exchanging into it.An exchange may be requested in writing or by telephone.Any new account established through an exchange will have the same pr ivileges as the original account (as long as they are available).There is currently no fee for exchanges.

Dreyfus Auto-Exchange privilege

Dreyfus Auto-Exchange privilege enables an investor to invest regularly (on a monthly, semi-monthly, quarterly or annual basis), in exchange for Participant Shares of any Dreyfus Cash Management fund, in Participant Shares of any other Dreyfus Cash Management fund, or in Participant Advantage shares of Dreyfus Institutional Cash Advantage Fund or Dreyfus Institutional Cash Advantage Plus Fund, if the investor is a shareholder in such fund.There is currently no fee for this privilege.

Account statements

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For More Information

Dreyfus Cash Management
SEC file number:		811-4175

Dreyfus Cash Management Plus, Inc.
SEC file number:		811-5295
Dreyfus Government Cash Management
A series of Dreyfus Government Cash Management Funds
SEC file number:		811-3964
Dreyfus Government Prime Cash Management
A series of Dreyfus Government Cash Management Funds
SEC file number:		811-3964

Dreyfus Treasury Cash Management
SEC file number:		811-4723

Dreyfus Treasury Prime Cash Management
SEC file number:		811-5718

Dreyfus Tax Exempt Cash Management
SEC file number:		811-3954

Dreyfus Municipal Cash Management Plus
SEC file number:		811-6172

Dreyfus New York Municipal Cash Management
SEC file number:		811-6395

More information on each fund is available free

upon request,including the following:

Annual/Semiannual Report

Statement of Additional Information (SAI)

Portfolio Holdings

A complete description of each fund’s policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the fund’s SAI.

To obtain information:

By telephone

Call your Dreyfus Investments Division representative

or 1-800-346-3621

By E-mail Access Dreyfus Investments Division

at www.dreyfus.com. You can obtain product information and

E-mail requests for information or literature.

By mail Write to:

Dreyfus Investments Division

144 Glenn Curtiss Boulevard

Uniondale, NY 11556-0144

On the Internet Text-only versions of certain fund

documents can be viewed online or downloaded from:

http://www.sec.gov

Prospectus Date: June 1, 2006

Contents

The Funds		Account Information


Introduction	1	Account Policies	35

Dreyfus Cash Management	2	Distributions and Taxes	39

Dreyfus Cash Management Plus,Inc.	5	Services for Fund Investors	40
		Instructions for Account Transactions	41

Dreyfus Government
Cash Management	8
Dreyfus Government Prime		For More Information
Cash Management	11

Dreyfus Treasury Cash Management	14	See back cover.
Dreyfus Treasury Prime
Cash Management	17
Dreyfus Tax Exempt
Cash Management	20
Dreyfus Municipal
Cash Management Plus	23
Dreyfus NewYork Municipal
Cash Management	26
Management	29
Financial Highlights	30

The Funds

INTRODUCTION

As a money market fund, each fund is subject to maturity, quality and diversification requirements designed to help it maintain a stable share price.

Concepts to understand

Money market fund: a specific type of fund that seeks to maintain a $1.00 price per share. Money market funds are subject to strict federal requirements and must:

maintain an average dollar-weighted portfolio maturity of 90 days or less

buy individual securities that have remaining maturities of 13 months or less

invest only in high quality, dollar-denominated obligations

The Funds 1

Dreyfus Cash Management

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances, and other short-term securities issued by domestic banks or foreign banks, or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

commercial paper, and other short-term corporate obligations, including those with floating or variable rates of interest

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industr y

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.64%
Worst Quarter:		Q1 ’04		+0.19%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 1.04% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


3.00%	2.13%	3.66%

What this fund is — and isn’t

Dreyfus Cash Management 3

DREYFUS CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Cash Management Plus, Inc.

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances and other short-term securities issued by domestic banks or foreign banks (or thrifts) or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements
asset-backed securities

domestic and dollar-denominated foreign commercial paper, and other short-term corporate obligations,including those with floating or variable rates of interest

dollar-denominated obligations issued or guaranteed by one or more foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industr y

the risks generally associated with dollar-denom inated foreign investments,such as economic and political developments, seizure or nationalization of deposits, imposition of taxes or other restric tions on the payment of principal and interest

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Dreyfus Cash Management Plus, Inc. 5

DREYFUS CASH MANAGEMENT PLUS, INC. (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.65%
Worst Quarter:		Q4 ’03		+0.21%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 1.03% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


3.01%	2.20%	3.71%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Cash Management Plus, Inc. 7

Dreyfus Government Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.60%
Worst Quarter:		Q2 ’04		+0.20%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 1.03% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.94%	2.14%	3.61%

What this fund is — and isn’t

Dreyfus Government Cash Management 9

DREYFUS GOVERNMENT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Government Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

Not all obligations of the U.S.government,its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Student Loan Marketing Association and the Federal Home Loan Banks, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S., their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

Dreyfus Government Prime Cash Management 11

DREYFUS GOVERNMENT PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.59%
Worst Quarter:		Q1 ’04		+0.18%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 1.02% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(2/27/98)


2.90%	2.03%	3.25%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Government Prime Cash Management 13

Dreyfus Treasury Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

The fund is subject to the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.57%
Worst Quarter:		Q1 ’04		+0.18%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 1.00% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.81%	2.01%	3.48%

What this fund is — and isn’t

Dreyfus Treasury Cash Management 15

DREYFUS TREASURY CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as to principal and interest by the U.S. government.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

Dreyfus Treasury Prime Cash Management 17

DREYFUS TREASURY PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.50%
Worst Quarter:		Q1 ’04		+0.18%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 0.95% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.69%	1.99%	3.40%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Treasury Prime Cash Management 19

Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.00%
Worst Quarter:		Q3 ’03		+0.17%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 0.69% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.15%	1.54%	2.35%

What this fund is — and isn’t

Dreyfus Tax Exempt Cash Management 21

DREYFUS TAX EXEMPT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

Although the fund seeks to provide income exempt from federal personal income tax, income from some of its holdings may be subject to the federal alternative minimum tax.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

Dreyfus Municipal Cash Management Plus 23

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q4 ’00		+1.02%
Worst Quarter:		Q3 ’03		+0.17%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 0.70% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.18%	1.58%	2.41%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Municipal Cash Management Plus 25

Dreyfus New York Municipal Cash Management

GOAL/APPROACH

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

NewYork’s economy and revenues underlying its municipal obligations may decline

the fund’s portfolio securities may be more sensitive to risks that are specific to investing primarily in a single state

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+0.98%
Worst Quarter:		Q3 ’03		+0.16%

The year-to-date total return of the fund’s Administrative shares as of

3/31/06 was 0.70% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.15%	1.50%	2.31%

What this fund is — and isn’t

Dreyfus New York Municipal Cash Management 27

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.10%
Other expenses			none

Total			0.30%



Expense example
1 Year	3 Years	5 Years	10 Years

$31	$97	$169	$381

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

MANAGEMENT

Investment adviser

Distributor

Code of ethics

Management 29

FINANCIAL HIGHLIGHTS

			Year Ended January 31,
Dreyfus Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.009	.015	.036

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.009)	(.015)	(.036)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.18	1.21	.89	1.56	3.67

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		3.14	1.20	.89	1.55	3.54

Net assets, end of period ($ in millions)		251	266	255	669	506





			Year Ended January 31,
Dreyfus Cash Management Plus, Inc.		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.010	.017	.037

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.010)	(.017)	(.037)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.19	1.22	.96	1.68	3.81

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		3.13	1.13	.97	1.68	3.44

Net assets, end of period ($ in millions)		793	500	1,579	2,030	932

			Year Ended January 31,
Dreyfus Government Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.009	.016	.036

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.009)	(.016)	(.036)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.12	1.16	.93	1.65	3.71
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		3.05	1.10	.93	1.64	3.45
Net assets, end of period ($ in millions)		240	313	900	1,138	623





			Year Ended January 31,
Dreyfus Government Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.030	.011	.008	.015	.034

Distributions:	Dividends from investment
	income — net	(.030)	(.011)	(.008)	(.015)	(.034)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.08	1.11	.84	1.51	3.46
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		3.11	1.09	.81	1.50	3.29
Net assets, end of period ($ in millions)		210	200	130	216	86

Financial Highlights 31

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus Treasury Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.030	.011	.008	.015	.035

Distributions:	Dividends from investment
	income — net	(.030)	(.011)	(.008)	(.015)	(.035)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.00	1.09	.83	1.49	3.52
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		2.98	1.06	.83	1.47	3.32
Net assets, end of period ($ in millions)		87	49	20	23	127





			Year Ended January 31,
Dreyfus Treasury Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.028	.011	.008	.015	.035

Distributions:	Dividends from investment
	income — net	(.028)	(.011)	(.008)	(.015)	(.035)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.86	1.07	.82	1.48	3.57
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		2.83	1.04	.83	1.46	3.30
Net assets, end of period ($ in millions)		26	39	97	205	62

			Year Ended January 31,
Dreyfus Tax Exempt Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.022	.010	.008	.012	.024

Distributions:	Dividends from investment
	income — net	(.022)	(.010)	(.008)	(.012)	(.024)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.26	1.02	.80	1.19	2.40
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		2.25	1.04	.79	1.18	2.30
Net assets, end of period ($ in millions)		105	275	312	185	7


¹Amount represents less than $1 million.





			Year Ended January 31,
Dreyfus Municipal Cash Management Plus		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.023	.010	.008	.012	.025

Distributions:	Dividends from investment
	income — net	(.023)	(.010)	(.008)	(.012)	(.025)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.29	1.03	.83	1.23	2.48
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.30	.30	.30	.30	.30
Ratio of net investment income
to average net assets		2.24	.97	.82	1.21	2.42
Net assets, end of period ($ in millions)		137	129	108	110	71


¹Amount represents less than $1 million.

Financial Highlights 33

FINANCIAL HIGHLIGHTS (continued)





				Year Ended January 31,
	Dreyfus New York Municipal Cash Management		2006	2005	2004	2003	2002

	Per-Share Data ($):
	Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
	Investment operations:	Investment income — net	.022	.010	.008	.011	.023

	Distributions:	Dividends from investment
		income — net	(.022)	(.010)	(.008)	(.011)	(.023)

	Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
	Total Return (%)		2.26	1.00	.79	1.15	2.30
	Ratios/Supplemental Data (%):
	Ratio of expenses to average net assets		.30	.30	.30	.30	.30
	Ratio of net investment income
	to average net assets		2.23	1.02	.79	1.15	2.14
	Net assets, end of period ($ in millions)		8	1	— ¹	6	3


¹	Amount represents less than $1 million.

Account Information

ACCOUNT POLICIES

Buying shares

Account Information 35

ACCOUNT POLICIES (continued)

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management

Plus only:

For all funds, all times are Eastern time.

Minimum investments
	Initial	Additional

Administrative shares	$10,000,000*	none

Concepts to understand

Net asset value (NAV): a mutual fund’s share price on a given day. A fund’s NAV is calculated by dividing the value of its net assets by the number of its existing shares outstanding.

Selling shares

Investors may sell (redeem) shares at any time by wire, telephone, or compatible computer facility. Shares will be sold at the next determined NAV.

Applicable to Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc.,Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash Management only:

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management

Plus only:

For all funds, all times are Eastern time.

Applicable to all funds:

Account Information 37

ACCOUNT POLICIES (continued)

General policies

Each fund reserves the right to:

refuse any purchase or exchange request that could adversely affect the fund or its operations

change or discontinue its exchange privilege, or temporarily suspend this privilege during unusual market conditions

• change its minimum investment amounts

Each fund may also process purchase and sale orders and calculate its NAV on days that the fund’s primary trading markets are open and the fund’s management determines to do so.

DISTRIBUTIONS AND TAXES

The tax status of any distribution generally is the same regardless of how long an investor has been in the fund and whether distributions are reinvested or taken in cash.

Account Information 39

SERVICES FOR FUND INVESTORS

Exchange privilege

Dreyfus Auto-Exchange privilege

Account statements

[This page intentionally left blank]

On the Internet: Text-only versions of certain fund documents can be downloaded from: http://www.sec.gov
You can also obtain copies by visiting the SEC’s Public Reference Room in Washington, DC
(for information call 1-202-551-8090) or by e-mail request to publicinfo@sec.gov,
or by writing to the SEC’s Public Reference Section,Washington, DC 20549-0102.

Prospectus Date: June 1, 2006

Contents

The Funds		Account Information


Introduction	1	Account Policies	35

Dreyfus Cash Management	2	Distributions and Taxes	39

Dreyfus Cash Management Plus, Inc.	5	Services for Fund Investors	40
		Instructions for Account Transactions	41

Dreyfus Government
Cash Management	8
Dreyfus Government Prime		For More Information
Cash Management	11

Dreyfus Treasury Cash Management	14	See back cover.
Dreyfus Treasury Prime
Cash Management	17
Dreyfus Tax Exempt
Cash Management	20
Dreyfus Municipal
Cash Management Plus	23
Dreyfus NewYork Municipal
Cash Management	26
Management	29
Financial Highlights	30

The Funds

INTRODUCTION

As a money market fund, each fund is subject to maturity, quality and diversification requirements designed to help it maintain a stable share price.

Concepts to understand

Money market fund: a specific type of fund that seeks to maintain a $1.00 price per share. Money market funds are subject to strict federal requirements and must:

maintain an average dollar-weighted portfolio maturity of 90 days or less
buy individual securities that have remaining maturities of 13 months or less
invest only in high quality, dollar-denominated obligations

The Funds 1

Dreyfus Cash Management

GOAL/APPROACH

securities issued or guaranteed by the U.S. gov- ernment or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances, and other short-term securities issued by domestic banks or foreign banks, or their subsidiaries or branches

repurchase agreements,including tri-party repur- chase agreements

asset-backed securities

commercial paper, and other short-term corpo- rate obligations, including those with floating or variable rates of interest

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as inter- est rate risk, credit risk and regulatory develop- ments relating to the banking industr y

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.60%
Worst Quarter:		Q4 ’03		+0.16%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 1.00% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.85%	1.98%	3.64%

What this fund is — and isn’t

Dreyfus Cash Management 3

DREYFUS CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Cash Management Plus, Inc.

GOAL/APPROACH

securities issued or guaranteed by the U.S. gov- ernment or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances and other short-term securities issued by domestic banks or foreign banks (or thrifts) or their subsidiaries or branches

repurchase agreements,including tri-party repur- chase agreements

asset-backed securities

domestic and dollar-denominated foreign com- mercial paper, and other short-term corporate obligations,including those with floating or vari- able rates of interest

dollar-denominated obligations issued or guar- anteed by one or more foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as inter- est rate risk, credit risk and regulatory develop- ments relating to the banking industr y

the risks generally associated with dollar-denom- inated foreign investments,such as economic and political developments, seizure or nationalization of deposits, imposition of taxes or other restric- tions on the payment of principal and interest

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Dreyfus Cash Management Plus, Inc. 5

DREYFUS CASH MANAGEMENT PLUS, INC. (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.61%
Worst Quarter:		Q4 ’03		+0.17%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 1.00% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.85%	2.05%	3.70%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

This example shows what you could pay in expenses over time. It uses the same hypothetical conditions other funds use in their prospectuses: $10,000 initial investment, 5% total return each year and no changes in expenses. The figures shown would be the same whether you sold your-shares at the end of a period or kept them. Because actual returns and expenses will be different, the example is for comparison only.

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Cash Management Plus, Inc. 7

Dreyfus Government Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instru- mentalities,no assurance can be given that it will always do so)

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S.,their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.56%
Worst Quarter:		Q2 ’04		+0.16%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.99% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.78%	1.99%	3.60%

What this fund is — and isn’t

Dreyfus Government Cash Management 9

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

DREYFUS GOVERNMENT CASH MANAGEMENT (continued)

Dreyfus Government Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instru- mentalities,no assurance can be given that it will always do so)

Not all obligations of the U.S.government,its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Student Loan Marketing Association and the Federal Home Loan Banks, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S., their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

Dreyfus Government Prime Cash Management 11

DREYFUS GOVERNMENT PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.55%
Worst Quarter:		Q2 ’04		+0.14%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.98% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(2/27/98)


2.74%	1.88%	3.10%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Government Prime Cash Management 13

Dreyfus Treasury Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

The fund is subject to the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.53%
Worst Quarter:		Q1 ’04		+0.14%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.97% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.66%	1.86%	3.47%

What this fund is — and isn’t

Dreyfus Treasury Cash Management 15

DREYFUS TREASURY CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income is consistent with the preservation of capital and maintenance of liquidity.

To pursue this goal, the fund only invests securities issued or guaranteed as to principal and interest by the U.S. government.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

Dreyfus Treasury Prime Cash Management 17

DREYFUS TREASURY PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.46%
Worst Quarter:		Q1 ’04		+0.14%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.91% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.53%	1.83%	3.39%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Treasury Prime Cash Management 19

Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop
interest rates could drop, thereby reducing the fund’s yield
any of the fund’s holdings could have its credit rating downgraded or could default

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q4 ’00		+0.97%
Worst Quarter:		Q3 ’03		+0.13%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.66% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.00%	1.38%	2.27%

What this fund is — and isn’t

Dreyfus Tax Exempt Cash Management 21

DREYFUS TAX EXEMPT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal personal income tax. The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addi-tion,the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

Although the fund seeks to provide income exempt from federal personal income tax, income from some of its holdings may be subject to the federal alternative minimum tax.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

Dreyfus Municipal Cash Management Plus 23

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+0.98%
Worst Quarter:		Q3 ’03		+0.13%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.66% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.03%	1.42%	2.34%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Municipal Cash Management Plus 25

Dreyfus New York Municipal Cash Management

GOAL/APPROACH

To pursue this goal, the fund normally invests substantially all of its assets in short-term,high quality municipal obligations that provide income exempt from federal,NewYork state and NewYork city income taxes.The fund may also invest in high quality, short-term structured notes, which are derivative instruments whose value is tied to underlying municipal obligations. In addition, the fund may invest temporarily in high quality, taxable money market instruments and/or municipal obligations that pay income exempt only from federal income tax, including when the portfolio manager believes that acceptable New York municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

NewYork’s economy and revenues underlying its municipal obligations may decline

the fund’s portfolio securities may be more sensi- tive to risks that are specific to investing primar- ily in a single state

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+0.94%
Worst Quarter:		Q3 ’03		+0.13%

The year-to-date total return of the fund’s Investor shares as of

3/31/06 was 0.66% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.00%	1.35%	2.23%

What this fund is — and isn’t

Dreyfus New York Municipal Cash Management 27

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.25%
Other expenses			none

Total			0.45%



Expense example
1 Year	3 Years	5 Years	10 Years

$46	$144	$252	$567

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

MANAGEMENT

Investment adviser

The investment adviser for each fund is The Dreyfus Corporation (Dreyfus), 200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages approximately $171 billion in approximately 200 mutual fund portfolios. For the past fiscal year, each fund paid Dreyfus a management fee at the annual rate of 0.20% of the fund’s average daily net assets. A discussion regarding the basis for the board’s approving each fund’s management agreement with Dreyfus is available in the fund’s semiannual report for the six months ended July 31, 2005. Dreyfus is the primary mutual fund business of Mellon Financial Corporation (Mellon Financial), a global financial services company. Headquartered in Pittsburgh, Pennsylvania, Mellon Financial is one of the world’s leading providers of financial services for institutions, corporations and high net worth individuals, providing institutional asset management, mutual funds, private wealth management, asset servicing, payment solutions and investor services, and treasury services. Mellon Financial has approximately $4.9 trillion in assets under management, administration or custody, including $808 billion under management.

Distributor

Code of ethics

Management 29

FINANCIAL HIGHLIGHTS

			Year Ended January 31,
Dreyfus Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.030	.011	.007	.014	.035

Distributions:	Dividends from investment
	income — net	(.030)	(.011)	(.007)	(.014)	(.035)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.03	1.06	.74	1.41	3.51

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.99	1.05	.74	1.40	3.39

Net assets, end of period ($ in millions)		1,238	1,068	1,254	1,814	1,286





			Year Ended January 31,
Dreyfus Cash Management Plus, Inc.		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.030	.011	.008	.015	.036

Distributions:	Dividends from investment
	income — net	(.030)	(.011)	(.008)	(.015)	(.036)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.03	1.07	.81	1.53	3.66

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.98	.98	.82	1.53	3.29

Net assets, end of period ($ in millions)		1,275	1,058	1,203	2,166	1,547

			Year Ended January 31,
Dreyfus Government Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.029	.010	.008	.015	.035

Distributions:	Dividends from investment
	income — net	(.029)	(.010)	(.008)	(.015)	(.035)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.97	1.01	.78	1.50	3.55
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.90	.95	.78	1.49	3.30
Net assets, end of period ($ in millions)		1,050	1,287	1,307	1,591	1,510





			Year Ended January 31,
Dreyfus Government Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.029	.010	.007	.014	.033

Distributions:	Dividends from investment
	income — net	(.029)	(.010)	(.007)	(.014)	(.033)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.92	.96	.69	1.36	3.31
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.96	.94	.66	1.35	3.14
Net assets, end of period ($ in millions)		242	209	243	273	196

Financial Highlights 31

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus Treasury Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.028	.009	.007	.013	.033

Distributions:	Dividends from investment
	income — net	(.028)	(.009)	(.007)	(.013)	(.033)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.84	.94	.68	1.34	3.36
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.83	.91	.68	1.32	3.17
Net assets, end of period ($ in millions)		1,320	1,164	1,288	999	1,035





			Year Ended January 31,
Dreyfus Treasury Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.027	.009	.007	.013	.034

Distributions:	Dividends from investment
	income — net	(.027)	(.009)	(.007)	(.013)	(.034)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.70	.92	.67	1.32	3.42
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.68	.89	.68	1.31	3.15
Net assets, end of period ($ in millions)		651	613	794	1,261	1,300

			Year Ended January 31,
Dreyfus Tax Exempt Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.021	.009	.006	.010	.022

Distributions:	Dividends from investment
	income — net	(.021)	(.009)	(.006)	(.010)	(.022)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.11	.87	.65	1.04	2.25
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.10	.89	.64	1.03	2.15
Net assets, end of period ($ in millions)		255	240	122	119	195





			Year Ended January 31,
Dreyfus Municipal Cash Management Plus		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.021	.009	.007	.011	.023

Distributions:	Dividends from investment
	income — net	(.021)	(.009)	(.007)	(.011)	(.023)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.13	.88	.68	1.08	2.34
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.09	.82	.67	1.06	2.27
Net assets, end of period ($ in millions)		180	105	88	92	63

Financial Highlights 33

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus New York Municipal Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.021	.008	.006	.010	.021

Distributions:	Dividends from investment
	income — net	(.021)	(.008)	(.006)	(.010)	(.021)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.11	.85	.63	1.01	2.15
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.45	.45	.45	.45	.45
Ratio of net investment income
to average net assets		2.08	.87	.64	1.00	1.99
Net assets, end of period ($ in millions)		125	71	28	21	17

Account Information

ACCOUNT POLICIES

Each fund is designed for institutional investors, particularly banks, acting for themselves or in a fiduciary, advisory, agency, custodial or similar capacity. 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 fund’s transfer agent for sub-accounting services and will be charged directly for the cost of such services.Institutions purchasing Investor shares for the benefit of their clients may impose policies, limitations and fees which are different from those described in this prospectus.

Buying shares

Applicable to Dreyfus Cash Management,Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management,Dreyfus Treasury Cash Management,and Dreyfus Treasury Prime Cash Management only:

As to Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime Cash Management only, orders in proper form placed prior to 12:00 noon or 3:00 p.m., and payments for which are received in or converted into Federal Funds by the fund’s custodian by 6:00 p.m., will become effective at the price determined at 12:00 noon or 5:00 p.m., respectively, on that day. In either case, shares purchased will receive the dividend declared on that day. Orders for shares placed between 3:00 p.m and 5:00 p.m.will not be accepted and executed, and notice of the purchase order being rejected will be given to the institution placing the order, and any funds received will be returned promptly to the sending institution.

Account Information 35

ACCOUNT POLICIES (continued)

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management

Plus only:

For all funds, all times are Eastern time.

Minimum investments
	Initial	Additional

Investor shares	$10,000,000*	none

Concepts to understand

Net asset value (NAV): a mutual fund’s share price on a given day. A fund’s NAV is calculated by dividing the value of its net assets by the number of its existing shares outstanding.

Selling shares

Investors may sell (redeem) shares at any time by wire, telephone, or compatible computer facility. Shares will be sold at the next determined NAV.

Applicable to Dreyfus Cash Management,Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management,Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash Management only:

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management Plus

only:

If a redemption request is received in proper form

by the fund’s transfer agent or other authorized

For all funds, all times are Eastern time.

Applicable to all funds:

Any certificates representing fund shares being sold

must be returned with the redemption request.

Account Information 37

ACCOUNT POLICIES (continued)

General policies

Each fund reserves the right to:

refuse any purchase or exchange request that could adversely affect the fund or its operations

change or discontinue its exchange privilege, or temporarily suspend this privilege during unusu- al market conditions

change its minimum investment amounts

Each fund may also process purchase and sale orders and calculate its NAV on days that the fund’s primary trading markets are open and the fund’s management determines to do so.

DISTRIBUTIONS AND TAXES

Each fund earns dividends, interest and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. Each fund also realizes capital gains from its invest-ments,and distributes these gains (less any losses) to shareholders as capital gain distributions. Each fund normally pays dividends once a month and capital gain distributions annually. Fund dividends and capital gain distributions will be reinvested in the fund unless the investor instructs the fund otherwise. There are no fees or sales charges on reinvestments.

The tax status of any distribution generally is the same regardless of how long an investor has been in the fund and whether distributions are reinvested or taken in cash.

Account Information 39

SERVICES FOR FUND INVESTORS

Exchange privilege

Dreyfus Auto-Exchange privilege

Account statements

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Prospectus Date: June 1, 2006

Contents

The Funds		Account Information


Introduction	1	Account Policies	35

Dreyfus Cash Management	2	Distributions and Taxes	39

Dreyfus Cash Management Plus,Inc.	5	Services for Fund Investors	40
		Instructions for Account Transactions	41

Dreyfus Government
Cash Management	8
Dreyfus Government Prime		For More Information
Cash Management	11

Dreyfus Treasury Cash Management	14	See back cover.
Dreyfus Treasury Prime
Cash Management	17
Dreyfus Tax Exempt
Cash Management	20
Dreyfus Municipal
Cash Management Plus	23
Dreyfus NewYork Municipal
Cash Management	26
Management	29
Financial Highlights	30

The Funds

INTRODUCTION

As a money market fund, each fund is subject to maturity, quality and diversification requirements designed to help it maintain a stable share price.

Concepts to understand

Money market fund: a specific type of fund that seeks to maintain a $1.00 price per share. Money market funds are subject to strict federal requirements and must:

maintain an average dollar-weighted portfolio maturity of 90 days or less

buy individual securities that have remaining maturities of 13 months or less

• invest only in high quality, dollar-denominated obligations

The Funds 1

Dreyfus Cash Management

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances, and other short-term securities issued by domestic banks or foreign banks, or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

commercial paper, and other short-term corpo-

rate obligations, including those with floating or

variable rates of interest

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industr y

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.67%
Worst Quarter:		Q1 ’04		+0.22%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.06% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

3.10%	2.23%	3.90%

What this fund is — and isn’t

Dreyfus Cash Management 3

DREYFUS CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Cash Management Plus, Inc.

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances and other short-term securities issued by domestic banks or foreign banks (or thrifts) or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

domestic and dollar-denominated foreign commercial paper, and other short-term corporate obligations,including those with floating or variable rates of interest

dollar-denominated obligations issued or guaranteed by one or more foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industr y

the risks generally associated with dollar-denominated foreign investments,such as economic and political developments, seizure or nationalization of deposits, imposition of taxes or other restrictions on the payment of principal and interest

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Dreyfus Cash Management Plus, Inc. 5

DREYFUS CASH MANAGEMENT PLUS, INC. (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.68%
Worst Quarter:		Q4 ’03		+0.23%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.06% .

Average annual total returns as of 12/31/05

1 Year	5 years	10 Years

3.11%	2.30%	3.96%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Cash Management Plus, Inc. 7

Dreyfus Government Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.63%
Worst Quarter:		Q2 ’04		+0.22%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.05% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

3.04%	2.24%	3.86%

What this fund is — and isn’t

Dreyfus Government Cash Management 9

DREYFUS GOVERNMENT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Government Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Student Loan Marketing Association and the Federal Home Loan Banks, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S., their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

Dreyfus Government Prime Cash Management 11

DREYFUS GOVERNMENT PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.62%
Worst Quarter:		Q2 ’04		+0.21%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.05% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(2/27/98)


3.00%	2.13%	3.35%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Government Prime Cash Management 13

Dreyfus Treasury Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

The fund is subject to the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.60%
Worst Quarter:		Q2 ’04		+0.20%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.03% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.91%	2.11%	3.73%

What this fund is — and isn’t

Dreyfus Treasury Cash Management 15

DREYFUS TREASURY CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as to principal and interest by the U.S. government.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

Dreyfus Treasury Prime Cash Management 17

DREYFUS TREASURY PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.53%
Worst Quarter:		Q1 ’04		+0.20%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 0.97% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.79%	2.09%	3.65%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Treasury Prime Cash Management 19

Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal personal income tax. The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addi-tion,the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q4 ’00		+1.03%
Worst Quarter:		Q3 ’03		+0.19%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 0.72% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.25%	1.64%	2.53%

What this fund is — and isn’t

Dreyfus Tax Exempt Cash Management 21

DREYFUS TAX EXEMPT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal personal income tax. The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addi-tion,the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

Although the fund seeks to provide income exempt from federal personal income tax, income from some of its holdings may be subject to the federal alternative minimum tax.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

Dreyfus Municipal Cash Management Plus 23

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q4 ’00		+1.04%
Worst Quarter:		Q3 ’03		+0.20%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 0.72% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.28%	1.68%	2.59%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Municipal Cash Management Plus 25

Dreyfus New York Municipal Cash Management

GOAL/APPROACH

To pursue this goal, the fund normally invests substantially all of its assets in short-term,high quality municipal obligations that provide income exempt from federal,NewYork state and NewYork city personal income taxes.The fund may also invest in high quality, short-term structured notes, which are derivative instruments whose value is tied to underlying municipal obligations. In addition, the fund may invest temporarily in high quality, taxable money market instruments and/or municipal obligations that pay income exempt only from federal income tax, including when the portfolio manager believes that acceptable New York municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

NewYork’s economy and revenues underlying its municipal obligations may decline

the fund’s portfolio securities may be more sensitive to risks that are specific to investing primarily in a single state

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.01%
Worst Quarter:		Q3 ’03		+0.19%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 0.72% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.25%	1.61%	2.48%

What this fund is — and isn’t

Dreyfus New York Municipal Cash Management 27

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

MANAGEMENT

Investment adviser

Distributor

Code of ethics

Management 29

FINANCIAL HIGHLIGHTS

			Year Ended January 31,
Dreyfus Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.032	.013	.010	.016	.037

Distributions:	Dividends from investment
	income — net	(.032)	(.013)	(.010)	(.016)	(.037)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.28	1.31	.99	1.66	3.77

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.24	1.30	.99	1.65	3.64

Net assets, end of period ($ in millions)		9,484	9,283	9,507	11,410	13,260





			Year Ended January 31,
Dreyfus Cash Management Plus, Inc.		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.032	.013	.011	.018	.038

Distributions:	Dividends from investment
	income — net	(.032)	(.013)	(.011)	(.018)	(.038)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.29	1.32	1.06	1.78	3.91

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.23	1.23	1.07	1.78	3.54

Net assets, end of period ($ in millions)		5,908	8,466	14,249	24,637	27,179

			Year Ended January 31,
Dreyfus Government Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.032	.013	.010	.017	.037

Distributions:	Dividends from investment
	income — net	(.032)	(.013)	(.010)	(.017)	(.037)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.23	1.26	1.03	1.75	3.81
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.15	1.20	1.03	1.74	3.55
Net assets, end of period ($ in millions)		2,842	3,571	5,409	8,084	7,049





			Year Ended January 31,
Dreyfus Government Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.009	.016	.035

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.009)	(.016)	(.035)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.18	1.21	.94	1.61	3.56
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.21	1.19	.91	1.60	3.39
Net assets, end of period ($ in millions)		773	537	415	285	360

Financial Highlights 31

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus Treasury Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.009	.016	.036

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.009)	(.016)	.036

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.10	1.19	.93	1.59	3.62

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.08	1.16	.93	1.57	3.42

Net assets, end of period ($ in millions)		3,017	2,351	3,312	3,397	2,787





			Year Ended January 31,
Dreyfus Treasury Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.029	.012	.009	.016	.036

Distributions:	Dividends from investment
	income — net	(.029)	(.012)	(.009)	(.016)	(.036)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.96	1.17	.92	1.58	3.68

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		2.93	1.14	.93	1.56	3.40

Net assets, end of period ($ in millions)		1,487	1,333	1,785	3,291	3,331

			Year Ended January 31,
Dreyfus Tax Exempt Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.023	.011	.009	.013	.025

Distributions:	Dividends from investment
	income — net	(.023)	(.011)	(.009)	(.013)	(.025)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.36	1.12	.90	1.29	2.50
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		2.35	1.14	.89	1.28	2.40
Net assets, end of period ($ in millions)		2,645	2,510	1,934	2,073	1,880





			Year Ended January 31,
Dreyfus Municipal Cash Management Plus		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.024	.011	.009	.013	.026

Distributions:	Dividends from investment
	income — net	(.024)	(.011)	(.009)	(.013)	(.026)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.39	1.13	.93	1.33	2.59
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		2.34	1.07	.92	1.31	2.52
Net assets, end of period ($ in millions)		638	500	722	224	125

Financial Highlights 33

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus New York Municipal Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.023	.011	.009	.013	.024

Distributions:	Dividends from investment
	income — net	(.023)	(.011)	(.009)	(.013)	(.024)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.36	1.10	.88	1.26	2.41

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		2.33	1.12	.89	1.25	2.24

Net assets, end of period ($ in millions)		343	336	308	417	588

Account Information

ACCOUNT POLICIES

Each fund is designed for institutional investors, particularly banks, acting for themselves or in a fiduciary, advisory, agency, custodial or similar capacity. 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 fund’s transfer agent for sub-accounting services and will be charged directly for the cost of such services. Institutions purchasing Institutional shares for the benefit of their clients may impose policies, limitations and fees which are different from those described in this prospectus.

Buying shares

The price for fund shares is the fund’s net asset value (NAV), which is generally calculated at 12:00 noon, 5:00 p.m. and 8:00 p.m. for the taxable money market funds, and 1:00 p.m. and 8:00 p.m. for Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management, and 2:00 p.m. and 8:00 p.m for Dreyfus Municipal Cash Management Plus, on days the New York Stock Exchange, or the transfer agent (as on Good Friday) as to Dreyfus Cash Management and Dreyfus Cash Management Plus, Inc. only, is open for regular business.An order will be priced at the next NAV calculated after the order is received in proper form by the fund’s transfer agent or other authorized entity. Each fund’s investments are valued based on amortized cost. As a result, portfolio securities are valued at their acquisition cost,adjust-ed for discounts or premiums reflected in their purchase price.This method of valuation is designed to enable the fund to price its shares at $1.00 per share.

Account Information 35

ACCOUNT POLICIES (continued)

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management

Plus only:

For all funds, all times are Eastern time.

Minimum investments
	Initial	Additional

Institutional shares	$10,000,000 *	none

Concepts to understand

Net asset value (NAV): a mutual fund’s share price on a given day. A fund’s NAV is calculated by dividing the value of its net assets by the number of its existing shares outstanding.

Selling shares

Investors may sell (redeem) shares at any time by wire, telephone, or compatible computer facility. Shares will be sold at the next determined NAV.

Applicable to Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc.,Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash Management only:

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management

Plus only:

For all funds, all times are Eastern time.

Applicable to all funds:

Account Information 37

ACCOUNT POLICIES (continued)

General policies

Each fund reserves the right to:

refuse any purchase or exchange request that could adversely affect the fund or its operations

change or discontinue its exchange privilege, or temporarily suspend this privilege during unusual market conditions

change its minimum investment amounts

Each fund may also process purchase and sale orders and calculate its NAV on days that the fund’s primary trading markets are open and the fund’s management determines to do so.

DISTRIBUTIONS AND TAXES

With respect to Dreyfus NewYork Municipal Cash Management,for New York state and city personal income tax purposes, distributions derived from interest on municipal securities of NewYork issuers and from interest on qualifying securities issued by U.S. territories and possessions are generally exempt from tax. Distributions that are federally taxable as ordinary income or capital gains are generally subject to the state’s personal income taxes.

The tax status of any distribution generally is the same regardless of how long an investor has been in the fund and whether distributions are reinvested or taken in cash.

Account Information 39

SERVICES FOR FUND INVESTORS

Exchange privilege

Dreyfus Auto-Exchange privilege

Account statements

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Prospectus Date: June 1, 2006

Contents

The Funds		Account Information


Introduction	1	Account Policies	35

Dreyfus Cash Management	2	Distributions and Taxes	39

Dreyfus Cash Management Plus,Inc.	5	Services for Fund Investors	40
		Instructions for Account Transactions	41

Dreyfus Government
Cash Management	8
Dreyfus Government Prime		For More Information
Cash Management	11

Dreyfus Treasury Cash Management	14	See back cover.
Dreyfus Treasury Prime
Cash Management	17
Dreyfus Tax Exempt
Cash Management	20
Dreyfus Municipal
Cash Management Plus	23
Dreyfus NewYork Municipal
Cash Management	26
Management	29
Financial Highlights	30

The Funds

INTRODUCTION

As a money market fund, each fund is subject to maturity, quality and diversification requirements designed to help it maintain a stable share price.

Generally, each municipal fund is required to invest its assets in securities with the highest or second-highest credit rating or the unrated equivalent as determined by Dreyfus. Each other fund generally is required to invest at least 95% of its assets in the securities of issuers with the highest credit rating or the unrated equivalent as determined by Dreyfus, with the remainder invested in securities with the second-highest credit rating. Dreyfus Cash Management and Dreyfus Cash Management Plus, Inc. purchase securities with the highest credit rating only, or the unrated equivalent. Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime Cash Management invest only in U.S. government securities. Dreyfus Government Cash Management and Dreyfus Treasury Cash Management invest only in U.S. government securities and in repurchase agreements.

Concepts to understand

Money market fund: a specific type of fund that seeks to maintain a $1.00 price per share. Money market funds are subject to strict federal requirements and must:

maintain an average dollar-weighted portfolio maturity of 90 days or less

buy individual securities that have remaining maturities of 13 months or less

invest only in high quality, dollar-denominated obligations

The Funds 1

Dreyfus Cash Management

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances, and other short-term securities issued by domestic banks, foreign banks or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

commercial paper, and other short-term corporate obligations, including those with floating or variable rates of interest

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industr y

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.56%
Worst Quarter:		Q4 ’03		+0.12%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.96% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.69%	1.83%	3.35%

What this fund is — and isn’t

Dreyfus Cash Management 3

DREYFUS CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Cash Management Plus, Inc.

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances and other short-term securities issued by domestic banks or foreign banks (or thrifts) or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

domestic and dollar-denominated foreign commercial paper, and other short-term corporate obligations,including those with floating or variable rates of interest

dollar-denominated obligations issued or guaranteed by one or more foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industr y

the risks generally associated with dollar-denominated foreign investments,such as economic and political developments, seizure or nationalization of deposits, imposition of taxes or other restrictions on the payment of principal and interest

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Dreyfus Cash Management Plus, Inc. 5

DREYFUS CASH MANAGEMENT PLUS, INC. (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.58%
Worst Quarter:		Q4 ’03		+0.13%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.96% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.70%	1.90%	3.40%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Cash Management Plus, Inc. 7

Dreyfus Government Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.52%
Worst Quarter:		Q2 ’04		+0.12%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.95% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.63%	1.84%	3.30%

What this fund is — and isn’t

Dreyfus Government Cash Management 9

DREYFUS GOVERNMENT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Government Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

Not all obligations of the U.S.government,its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Student Loan Marketing Association and the Federal Home Loan Banks, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S., their prices may rise and fall as changes in global economic conditions affect the

Dreyfus Government Prime Cash Management 11

DREYFUS GOVERNMENT PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.51%
Worst Quarter:		Q2 ’04		+0.11%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.95% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(2/27/98)


2.59%	1.72%	2.94%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Government Prime Cash Management 13

Dreyfus Treasury Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

The fund is subject to the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement.

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.50%
Worst Quarter:		Q1 ’04		+0.10%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.93% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.50%	1.71%	3.17%

What this fund is — and isn’t

Dreyfus Treasury Cash Management 15

DREYFUS TREASURY CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as to principal and interest by the U.S. government.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

Dreyfus Treasury Prime Cash Management 17

DREYFUS TREASURY PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.43%
Worst Quarter:		Q1 ’04		+0.10%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.87% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


2.38%	1.68%	3.09%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Treasury Prime Cash Management 19

Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal personal income tax. The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addi-tion,the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q4 ’00		+0.93%
Worst Quarter:		Q3 ’03		+0.09%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.62% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


1.85%	1.23%	2.05%

What this fund is — and isn’t

Dreyfus Tax Exempt Cash Management 21

DREYFUS TAX EXEMPT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal personal income tax. The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addi-tion,the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

Although the fund seeks to provide income exempt from federal personal income tax, income from some of its holdings may be subject to the federal alternative minimum tax.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

Dreyfus Municipal Cash Management Plus 23

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS (continued)

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+0.94%
Worst Quarter:		Q3 ’03		+0.10%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.62% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


1.88%	1.27%	2.11%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Dreyfus Municipal Cash Management Plus 25

Dreyfus New York Municipal Cash Management

GOAL/APPROACH

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal, New York state and New York city personal income taxes.The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations. In addition, the fund may invest temporarily in high quality, taxable money market instruments, and/or municipal obligations that pay income exempt only from federal income tax, including when the portfolio manager believes that acceptable New York municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

NewYork’s economy and revenues underlying its municipal obligations may decline

the fund’s portfolio securities may be more sensitive to risks that are specific to investing primarily in a single state

PAST PERFORMANCE

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+0.91%
Worst Quarter:		Q3 ’03		+0.09%

The year-to-date total return of the fund’s Participant shares as of

3/31/06 was 0.62% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(11/21/96)


1.85%	1.21%	2.01%

What this fund is — and isn’t

Dreyfus New York Municipal Cash Management 27

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Rule 12b-1 fee			0.40%
Other expenses			none

Total			0.60%



Expense example
1 Year	3 Years	5 Years	10 Years

$61	$192	$335	$750

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

MANAGEMENT

Investment adviser

Distributor

Code of ethics

Management 29

FINANCIAL HIGHLIGHTS

			Year Ended January 31,
Dreyfus Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.028	.009	.006	.012	.033

Distributions:	Dividends from investment
	income — net	(.028)	(.009)	(.006)	(.012)	(.033)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.87	.91	.59	1.26	3.36

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		2.84	.90	.59	1.25	3.24

Net assets, end of period ($ in millions)		210	244	132	118	201





			Year Ended January 31,
Dreyfus Cash Management Plus, Inc.		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.028	.009	.007	.014	.034

Distributions:	Dividends from investment
	income — net	(.028)	(.009)	(.007)	(.014)	(.034)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.88	.92	.65	1.38	3.50

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		2.83	.83	.67	1.38	3.14

Net assets, end of period ($ in millions)		700	463	957	1,028	491

			Year Ended January 31,
Dreyfus Government Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.028	.009	.006	.013	.033

Distributions:	Dividends from investment
	income — net	(.028)	(.009)	(.006)	(.013)	(.033)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.81	.86	.62	1.35	3.40
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		2.75	.80	.63	1.34	3.15
Net assets, end of period ($ in millions)		244	289	607	645	523





			Year Ended January 31,
Dreyfus Government Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.027	.008	.005	.012	.031

Distributions:	Dividends from investment
	income — net	(.027)	(.008)	(.005)	(.012)	(.031)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.77	.81	.54	1.21	3.15
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		2.81	.79	.51	1.20	2.99
Net assets, end of period ($ in millions)		208	230	229	325	399

Financial Highlights 31

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus Treasury Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.027	.008	.005	.012	.032

Distributions:	Dividends from investment
	income — net	(.027)	(.008)	(.005)	(.012)	(.032)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.69	.79	.52	1.19	3.21
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		2.68	.76	.53	1.17	3.02
Net assets, end of period ($ in millions)		219	210	123	52	121





			Year Ended January 31,
Dreyfus Treasury Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.025	.008	.005	.012	.032

Distributions:	Dividends from investment
	income — net	(.025)	(.008)	(.005)	(.012)	(.032)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.55	.76	.52	1.18	3.26
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		2.53	.74	.53	1.16	3.00
Net assets, end of period ($ in millions)		352	94	179	321	522

			Year Ended January 31,
Dreyfus Tax Exempt Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.019	.007	.005	.009	.021

Distributions:	Dividends from investment
	income — net	(.019)	(.007)	(.005)	(.009)	(.021)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		1.96	.72	.50	.89	2.10
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		1.95	.74	.49	.88	2.00
Net assets, end of period ($ in millions)		42	19	46	139	151





			Year Ended January 31,
Dreyfus Municipal Cash Management Plus		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.020	.007	.005	.009	.022

Distributions:	Dividends from investment
	income — net	(.020)	(.007)	(.005)	(.009)	(.022)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		1.98	.73	.52	.93	2.18
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		1.94	.67	.52	.91	2.12
Net assets, end of period ($ in millions)		25	20	19	16	16

Financial Highlights 33

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus New York Municipal Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.019	.007	.005	.009	.020

Distributions:	Dividends from investment
	income — net	(.019)	(.007)	(.005)	(.009)	(.020)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		1.95	.70	.48	.86	2.04
Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.60	.60	.60	.60	.60
Ratio of net investment income
to average net assets		1.93	.72	.49	.85	1.84
Net assets, end of period ($ in millions)		3	6	2	2	— ¹


¹Amount represents less than $1 million.

Account Information

ACCOUNT POLICIES

Each fund is designed for institutional investors, particularly banks, acting for themselves or in a fiduciary, advisory, agency, custodial or similar capacity. 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 fund’s transfer agent for sub-accounting services and will be charged directly for the cost of such services. Institutions purchasing Participant shares for the benefit of their clients may impose policies, limitations and fees which are different from those described in this prospectus.

Buying shares

The price for fund shares is the fund’s net asset value (NAV), which is generally calculated at 12:00 noon, 5:00 p.m. and 8:00 p.m. for the taxable money market funds, and 1:00 p.m. and 8:00 p.m. for Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management, and 2:00 p.m.and 8:00 p.m. for Dreyfus Municipal Cash Management Plus, on days the New York Stock Exchange, or the transfer agent (as on Good Friday) as to Dreyfus Cash Management and Dreyfus Cash Management Plus, Inc. only, is open for regular business. An order will be priced at the next NAV calculated after the order is received in proper form by the fund’s transfer agent or other authorized entity. Each fund’s investments are valued based on amortized cost. As a result, portfolio securities are valued at their acquisition cost,adjust-ed for discounts or premiums reflected in their purchase price.This method of valuation is designed to enable the fund to price its shares at $1.00 per share.

Applicable to Dreyfus Cash Management,Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management,Dreyfus Treasury Cash Management,and Dreyfus Treasury Prime Cash Management only:

Orders effected through compatible computer facilities after 5:00 p.m.,but prior to 8:00 p.m.,will become effective at the price determined at 8:00 p.m. on that day, if Federal Funds are received by the fund’s custodian by 11:00 a.m.on the following business day. In this case, shares purchased will start earning dividends on the business day following the date the order became effective. Orders effected between 5:00 p.m.and 8:00 p.m., by a means other than a compatible computer facility (and otherwise in proper form), will become effective on the following business day.

Account Information 35

ACCOUNT POLICIES (continued)

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Orders effected through a compatible computer facility after 1:00 p.m., but prior to 8:00 p.m., will become effective at the price determined at 8:00 p.m.on that day, if Federal Funds are received by the fund’s custodian by 11:00 a.m. on the following business day. In this case, shares purchased will start earning dividends on the business day following the date the order became effective. Orders effected in proper form between 1:00 p.m., and 8:00 p.m., by a means other than a compatible computer facility, will become effective on the following business day.

Applicable to Dreyfus Municipal Cash Management

Plus only:

For all funds, all times are Eastern time.

Minimum investments
	Initial	Additional

Participant shares	$10,000,000 *	none

Concepts to understand

Net asset value (NAV): a mutual fund’s share price on a given day. A fund’s NAV is calculated by dividing the value of its net assets by the number of its existing shares outstanding.

Amortized cost: the value of a fund’s portfolio securities, which does not take into account unrealized gains or losses. As a result, portfolio securities are valued at their acquisition cost, adjusted over time based on the discounts or premiums reflected in their purchase price. Each fund uses this valuation method pursuant to Rule 2a-7 under the 1940 Act in order to be able to price its shares at $1.00 per share. In accordance with Rule 2a-7, each fund is subject to certain maturity, quality, and diversification requirements to help it maintain the $1.00 share price.

Selling shares

Investors may sell (redeem) shares at any time by wire, telephone, or compatible computer facility. Shares will be sold at the next determined NAV.

Applicable to Dreyfus Cash Management,Dreyfus Cash Management Plus, Inc.,Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash Management only:

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management

Plus only:

If a redemption request is received in proper form

by the fund’s transfer agent or other authorized

entity by 2:00 p.m., the proceeds of the redemption, if transfer by wire is requested, ordinarily will be transmitted in Federal Funds on the same day, and the shares will not receive the dividend declared on that day. If a request for redemption is received in proper form by the fund’s transfer agent or other authorized entity after 2:00 p.m., but by 8:00 p.m., the proceeds of the redemption ordinarily will be transmitted in Federal Funds on the next business day, and the shares will receive the dividend declared on that day.

For all funds, all times are Eastern time.

Applicable to all funds:

The processing of redemptions and the delivery of the proceeds may be delayed beyond the same or next business day, depending on the circumstance, for any period (i) during which the New York Stock Exchange is closed (other than on holidays or weekends), or during which trading on the New York Stock Exchange is restricted; (ii) when an emergency exists that makes difficult the disposal of securities owned by a fund or the determination of the fair value of the fund’s net assets; or (iii) as permitted by order of the Securities and Exchange Commission for the protection of fund shareholders. If, for one of these reasons, the processing of redemptions and the delivery of redemption proceeds is delayed beyond the same or next business day, the delay may be for up to seven days.For these purposes,the Securities and Exchange Commission determines the conditions under which trading shall be deemed to be restricted and an emergency shall be deemed to exist.Any certificates representing fund shares being sold must be returned with the redemption request.

Account Information 37

ACCOUNT POLICIES (continued)

General policies

Each fund reserves the right to:

refuse any purchase or exchange request that could adversely affect the fund or its operations

change or discontinue its exchange privilege, or temporarily suspend this privilege during unusual market conditions

• change its minimum investment amounts

Each fund may also process purchase and sale orders and calculate its NAV on days that the fund’s primary trading markets are open and the fund’s management determines to do so.

DISTRIBUTIONS AND TAXES

The tax status of any distribution generally is the same regardless of how long an investor has been in the fund and whether distributions are reinvested or taken in cash.

Account Information 39

SERVICES FOR FUND INVESTORS

Exchange privilege

Dreyfus Auto-Exchange privilege

Account statements

[This page intentionally left blank]

On the Internet: Text-only versions of certain fund documents can be downloaded from: http://www.sec.gov
You can also obtain copies by visiting the SEC’s Public Reference Room in Washington, DC
(for information call 1-202-551-8090) or by e-mail request to publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section,Washington, DC 20549-0102.

Contents

The Funds		Account Information

	1		35
Introduction		Account Policies
	2		39
Dreyfus Cash Management		Distributions and Taxes
	5		40
Dreyfus Cash Management Plus,Inc.		Services for Fund Investors
Dreyfus Government		Instructions for Account Transactions	41

Cash Management	8
Dreyfus Government Prime		For More Information
Cash Management	11

Dreyfus Treasury Cash Management	14	See back cover.
Dreyfus Treasury Prime
Cash Management	17
Dreyfus Tax Exempt
Cash Management	20
Dreyfus Municipal
Cash Management Plus	23
Dreyfus NewYork Municipal
Cash Management	26
Management	29
Financial Highlights	30

The Funds

INTRODUCTION

As a money market fund, each fund is subject to maturity, quality and diversification requirements designed to help it maintain a stable share price.

Generally, each municipal fund is required to invest its assets in securities with the highest or second-highest credit rating or the unrated equivalent as determined by Dreyfus. Each other fund generally is required to invest at least 95% of its assets in the securities of issuers with the highest credit rating or the unrated equivalent as determined by Dreyfus, with the remainder invested in securities with the second-highest credit rating. Dreyfus Cash Management and Dreyfus Cash Management Plus, Inc., purchase securities with the highest credit rating only, or the unrated equivalent. Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime Cash Management invest only in U.S. government securities. Dreyfus Government Cash Management and Dreyfus Treasury Cash Management invest only in U.S. government securities and in repurchase agreements.

Concepts to understand

Money market fund: a specific type of fund that seeks to maintain a $1.00 price per share. Money market funds are subject to strict federal requirements and must:

maintain an average dollar-weighted portfolio maturity of 90 days or less

buy individual securities that have remaining maturities of 13 months or less

invest only in high quality, dollar-denominated obligations

The Funds 1

Dreyfus Cash Management

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances, and other short-term securities issued by domestic banks or foreign banks, or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

commercial paper, and other short-term corporate obligations, including those with floating or variable rates of interest

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industry

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.67%
Worst Quarter:		Q1 ’04		+0.22%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.06% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

3.10%	2.23%	3.90%

What this fund is — and isn’t

Dreyfus Cash Management 3

DREYFUS CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Cash Management Plus, Inc.

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances and other short-term securities issued by domestic banks or foreign banks (or thrifts) or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

domestic and dollar-denominated foreign commercial paper, and other short-term corporate obligations,including those with floating or variable rates of interest

dollar-denominated obligations issued or guaranteed by one or more foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industry

the risks generally associated with dollar-denominated foreign investments,such as economic and political developments, seizure or nationalization of deposits, imposition of taxes or other restrictions on the payment of principal and interest

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Dreyfus Cash Management Plus, Inc. 5

DREYFUS CASH MANAGEMENT PLUS, INC. (continued)

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.68%
Worst Quarter:		Q4 ’03		+0.23%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.06% .

Average annual total returns as of 12/31/05

1 Year	5 years	10 Years

3.11%	2.30%	3.96%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Cash Management Plus, Inc. 7

Dreyfus Government Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.63%
Worst Quarter:		Q2 ’04		+0.22%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.05% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

3.04%	2.24%	3.86%

What this fund is — and isn’t

Dreyfus Government Cash Management 9

DREYFUS GOVERNMENT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Government Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Student Loan Marketing Association and the Federal Home Loan Banks, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S., their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

Dreyfus Government Prime Cash Management 11

DREYFUS GOVERNMENT PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.62%
Worst Quarter:		Q2 ’04		+0.21%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.05% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(2/27/98)


3.00%	2.13%	3.35%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Government Prime Cash Management 13

Dreyfus Treasury Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

The fund is subject to the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement.

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.60%
Worst Quarter:		Q2 ’04		+0.20%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.03% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.91%	2.11%	3.73%

What this fund is — and isn’t

Dreyfus Treasury Cash Management 15

DREYFUS TREASURY CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Treasury Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund only invests in securities issued or guaranteed as to principal and interest by the U.S. government.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

Dreyfus Treasury Prime Cash Management 17

DREYFUS TREASURY PRIME CASH MANAGEMENT (continued)

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.53%
Worst Quarter:		Q1 ’04		+0.20%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 0.97% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.79%	2.09%	3.65%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Treasury Prime Cash Management 19

Dreyfus Tax Exempt Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal personal income tax. The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addi-tion,the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q4 ’00		+1.03%
Worst Quarter:		Q3 ’03		+0.19%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 0.72% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.25%	1.64%	2.53%

What this fund is — and isn’t

Dreyfus Tax Exempt Cash Management 21

DREYFUS TAX EXEMPT CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Municipal Cash Management Plus

GOAL/APPROACH

The fund seeks as high a level of current income exempt from federal personal income tax as is consistent with the preservation of capital and the maintenance of liquidity.

To pursue this goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal personal income tax. The fund may also invest in high quality, short-term structured notes,which are derivative instruments whose value is tied to underlying municipal obligations.In addi-tion,the fund may invest temporarily in high quality, taxable money market instruments, including when the portfolio manager believes that acceptable municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

Although the fund seeks to provide income exempt from federal personal income tax, income from some of its holdings may be subject to the federal alternative minimum tax.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

Dreyfus Municipal Cash Management Plus 23

DREYFUS MUNICIPAL CASH MANAGEMENT PLUS (continued)

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q4 ’00		+1.04%
Worst Quarter:		Q3 ’03		+0.20%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 0.72% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.28%	1.68%	2.59%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Municipal Cash Management Plus 25

Dreyfus New York Municipal Cash Management

GOAL/APPROACH

To pursue this goal, the fund normally invests substantially all of its assets in short-term,high quality municipal obligations that provide income exempt from federal,NewYork state and NewYork city personal income taxes.The fund may also invest in high quality, short-term structured notes, which are derivative instruments whose value is tied to underlying municipal obligations. In addition, the fund may invest temporarily in high quality, taxable money market instruments and/or municipal obligations that pay income exempt only from federal income tax, including when the portfolio manager believes that acceptable New York municipal obligations are unavailable for investment.

general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing power

revenue bonds, which are payable from the revenues derived from a specific revenue source, such as charges for water and sewer service or highway tolls

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

NewYork’s economy and revenues underlying its municipal obligations may decline

the fund’s portfolio securities may be more sensitive to risks that are specific to investing primarily in a single state

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.01%
Worst Quarter:		Q3 ’03		+0.19%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 0.72% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.25%	1.61%	2.48%

What this fund is — and isn’t

Dreyfus New York Municipal Cash Management 27

DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

MANAGEMENT

Investment adviser

Distributor

and/or sub-transfer agency services,marketing support and/or access to sales meetings,sales representatives and management representatives of the financial intermediary. Cash compensation also may be paid to intermediaries for inclusion of the funds on a sales list,including a preferred or select sales list or in other sales programs.These payments sometimes are referred to as “revenue sharing.” In some cases, these payments may create an incentive for a financial intermediary or its employees to recommend or sell shares of a fund to you.Please contact your financial representative for details about any payments they or their firm may receive in connection with the sale of fund shares or the provision of services to the funds.

Code of ethics

Management 29

FINANCIAL HIGHLIGHTS

			Year Ended January 31,
Dreyfus Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.032	.013	.010	.016	.037

Distributions:	Dividends from investment
	income — net	(.032)	(.013)	(.010)	(.016)	(.037)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.28	1.31	.99	1.66	3.77

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.24	1.30	.99	1.65	3.64

Net assets, end of period ($ in millions)		9,484	9,283	9,507	11,410	13,260





			Year Ended January 31,
Dreyfus Cash Management Plus, Inc.		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.032	.013	.011	.018	.038

Distributions:	Dividends from investment
	income — net	(.032)	(.013)	(.011)	(.018)	(.038)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.29	1.32	1.06	1.78	3.91

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.23	1.23	1.07	1.78	3.54

Net assets, end of period ($ in millions)		5,908	8,466	14,249	24,637	27,179

			Year Ended January 31,
Dreyfus Government Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.032	.013	.010	.017	.037

Distributions:	Dividends from investment
	income — net	(.032)	(.013)	(.010)	(.017)	(.037)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.23	1.26	1.03	1.75	3.81

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.15	1.20	1.03	1.74	3.55

Net assets, end of period ($ in millions)		2,842	3,571	5,409	8,084	7,049





			Year Ended January 31,
Dreyfus Government Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.009	.016	.035

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.009)	(.016)	(.035)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.18	1.21	.94	1.61	3.56

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.21	1.19	.91	1.60	3.39

Net assets, end of period ($ in millions)		773	537	415	285	360

Financial Highlights 31

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus Treasury Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.009	.016	.036

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.009)	(.016)	.036

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.10	1.19	.93	1.59	3.62

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.08	1.16	.93	1.57	3.42

Net assets, end of period ($ in millions)		3,017	2,351	3,312	3,397	2,787





			Year Ended January 31,
Dreyfus Treasury Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.029	.012	.009	.016	.036

Distributions:	Dividends from investment
	income — net	(.029)	(.012)	(.009)	(.016)	(.036)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.96	1.17	.92	1.58	3.68

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		2.93	1.14	.93	1.56	3.40

Net assets, end of period ($ in millions)		1,487	1,333	1,785	3,291	3,331

			Year Ended January 31,
Dreyfus Tax Exempt Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.023	.011	.009	.013	.025

Distributions:	Dividends from investment
	income — net	(.023)	(.011)	(.009)	(.013)	(.025)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.36	1.12	.90	1.29	2.50

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		2.35	1.14	.89	1.28	2.40

Net assets, end of period ($ in millions)		2,645	2,510	1,934	2,073	1,880





			Year Ended January 31,
Dreyfus Municipal Cash Management Plus		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.024	.011	.009	.013	.026

Distributions:	Dividends from investment
	income — net	(.024)	(.011)	(.009)	(.013)	(.026)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.39	1.13	.93	1.33	2.59

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		2.34	1.07	.92	1.31	2.52

Net assets, end of period ($ in millions)		638	500	722	224	125

Financial Highlights 33

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus New York Municipal Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.023	.011	.009	.013	.024

Distributions:	Dividends from investment
	income — net	(.023)	(.011)	(.009)	(.013)	(.024)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		2.36	1.10	.88	1.26	2.41

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		2.33	1.12	.89	1.25	2.24

Net assets, end of period ($ in millions)		343	336	308	417	588

Account Information

ACCOUNT POLICIES

Each fund is designed for institutional investors, particularly banks, acting for themselves or in a fiduciary, advisory, agency, custodial or similar capacity. 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 fund’s transfer agent for sub-accounting services and will be charged directly for the cost of such services. Institutions purchasing Institutional shares for the benefit of their clients may impose policies, limitations and fees which are different from those described in this prospectus.

Buying shares

The price for fund shares is the fund’s net asset value (NAV), which is generally calculated at 12:00 noon, 5:00 p.m. and 8:00 p.m. for the taxable money market funds, and 1:00 p.m. and 8:00 p.m. for Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management, and 2:00 p.m. and 8:00 p.m for Dreyfus Municipal Cash Management Plus, on days the New York Stock Exchange, or the transfer agent (as on Good Friday) as to Dreyfus Cash Management and Dreyfus Cash Management Plus, Inc. only, is open for regular business.An order will be priced at the next NAV calculated after the order is received in proper form by the fund’s transfer agent or other authorized entity. Each fund’s investments are valued based on amortized cost. As a result, portfolio securities are valued at their acquisition cost,adjust-ed for discounts or premiums reflected in their purchase price.This method of valuation is designed to enable the fund to price its shares at $1.00 per share.

As to Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime Cash Management only, orders in proper form placed prior to 12:00 noon or 3:00 p.m., and payments for which are received in or converted into Federal Funds by the fund’s custodian by 6:00 p.m., will become effective at the price determined at 12:00 noon or 5:00 p.m., respectively, on that day. In either case, shares purchased will receive the dividend declared on that day. Orders for shares placed between 3:00 p.m and 5:00 p.m.will not be accepted and executed, and notice of the purchase order being rejected will be given to the institution placing the order, and any funds received will be returned promptly to the sending institution.

Account Information 35

ACCOUNT POLICIES (continued)

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management

Plus only:

For all funds, all times are Eastern time.

Minimum investments

	Initial	Additional

Institutional shares	$10,000,000 *	none

Concepts to understand

Net asset value (NAV): a mutual fund’s share price on a given day. A fund’s NAV is calculated by dividing the value of its net assets by the number of its existing shares outstanding.

Amortized cost: the value of a fund’s portfolio securities, which does not take into account unrealized gains or losses. As a result, portfolio securities are valued at their acquisition cost, adjusted over time based on the discounts or premiums reflected in their purchase price. Each fund uses this valuation method pursuant to Rule 2a-7 under the 1940 Act in order to be able to price its shares at $1.00 per share. In accordance with Rule 2a-7, each fund is subject to certain maturity, quality, and diversification requirements to help it maintain the $1.00 share price.

Selling shares

Investors may sell (redeem) shares at any time by wire, telephone, or compatible computer facility. Shares will be sold at the next determined NAV.

Applicable to Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc.,Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash Management only:

Applicable to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management only:

Applicable to Dreyfus Municipal Cash Management

Plus only:

If a redemption request is received in proper form by the fund’s transfer agent or other authorized entity by 2:00 p.m., the proceeds of the redemption, if transfer by wire is requested, ordinarily will be transmitted in Federal Funds on the same day, and the shares will not receive the dividend declared on that day. If a request for redemption is received in proper form by the fund’s transfer agent or other authorized entity after 2:00 p.m., but by 8:00 p.m.,the proceeds of the redemption ordinarily will be transmitted in Federal Funds on the next business day, and the shares will receive the dividend declared on that day.

For all funds, all times are Eastern time.

Applicable to all funds:

The processing of redemptions and the delivery of the proceeds may be delayed beyond the same or next business day, depending on the circumstance, for any period (i) during which the New York Stock Exchange is closed (other than on holidays or weekends), or during which trading on the New York Stock Exchange is restricted; (ii) when an emergency exists that makes difficult the disposal of securities owned by a fund or the determination of the fair value of the fund’s net assets; or (iii) as permitted by order of the Securities and Exchange Commission for the protection of fund shareholders.If, for one of these reasons, the processing of redemptions and the delivery of redemption proceeds is delayed beyond the same or next business day, the delay may be for up to seven days. For these purposes, the Securities and Exchange Commission determines the conditions under which trading shall be deemed to be restricted and an emergency shall be deemed to exist. Any certificates representing fund shares being sold must be returned with the redemption request.

Account Information 37

ACCOUNT POLICIES (continued)

General policies

Each fund reserves the right to:

refuse any purchase or exchange request that could adversely affect the fund or its operations

change or discontinue its exchange privilege, or temporarily suspend this pr ivilege during unusual market conditions

change its minimum investment amounts

Each fund may also process purchase and sale orders and calculate its NAV on days that the fund’s primary trading markets are open and the fund’s management determines to do so.

DISTRIBUTIONS AND TAXES

With respect to Dreyfus NewYork Municipal Cash Management,for New York state and city personal income tax purposes, distributions derived from interest on municipal securities of NewYork issuers and from interest on qualifying securities issued by U.S. territories and possessions are generally exempt from tax. Distributions that are federally taxable as ordinary income or capital gains are generally subject to the state’s personal income taxes.

The tax status of any distribution generally is the same regardless of how long an investor has been in the fund and whether distributions are reinvested or taken in cash.

Account Information 39

SERVICES FOR FUND INVESTORS

Exchange privilege

An investor may purchase, in exchange for Institutional shares of any Dreyfus Cash Management fund,Institutional shares of any other Dreyfus Cash Management fund. An exchange may be requested in writing or by telephone. Any new account established through an exchange will have the same privileges as the original account (as long as they are available).There is currently no fee for exchanges.

Account statements

For More Information

Dreyfus Cash Management
SEC file number:		811-4175

Dreyfus Cash Management Plus, Inc.
SEC file number:		811-5295

Dreyfus Government Cash Management
A series of Dreyfus Government Cash Management Funds
SEC file number:		811-3964

Dreyfus Government Prime Cash Management
A series of Dreyfus Government Cash Management Funds
SEC file number:		811-3964

Dreyfus Treasury Cash Management
SEC file number:		811-4723

Dreyfus Treasury Prime Cash Management
SEC file number:		811-5718

Dreyfus Tax Exempt Cash Management
SEC file number:		811-3954

Dreyfus Municipal Cash Management Plus
SEC file number:		811-6172

Dreyfus New York Municipal Cash Management
SEC file number:		811-6395

More information on each fund is available free

upon request,including the following:

Annual/Semiannual Report

Statement of Additional Information (SAI)

Portfolio Holdings

A complete description of each fund’s policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the fund’s SAI.

To obtain information:

By telephone

Call your RBS Securities representative or

1-800-704-7112

By E-mail RBSNAMMF@rbos.com. You can obtain product

information and E-mail requests for information

or literature.

By mail Write to:

RBS Securities Corporation

101 Park Avenue

New York, NY 10178

Attn: Money Market Desk

On the Internet Text-only versions of certain fund

documents can be viewed online or downloaded from:

http://www.sec.gov

You can also obtain copies, after paying a duplicating fee, by visiting the SEC’s Public Reference Room in Washington, DC (for information, call 1-202-551-8090) or by E-mail request to public info@sec.gov, or by writing to the SEC’s Public Reference Section, Washington, DC 20549-0102.

CMGT-9P0606RBS

Contents

The Funds

Introduction		1
Dreyfus Cash Management		2
Dreyfus Cash Management Plus,Inc.		5
Dreyfus Government Prime
Cash Management		8
Dreyfus Treasury Cash Management		11
Management		14
Financial Highlights		16

Account Information

Account Policies		18
Distributions and Taxes		21
Services for Fund Investors		22
Instructions for Account Transactions		23

For More Information

See back cover.

The Funds

INTRODUCTION

As a money market fund, each fund is subject to maturity, quality and diversification requirements designed to help it maintain a stable share price.

Generally, each fund is required to invest at least 95% of its assets in the securities of issuers with the highest credit rating or the unrated equivalent as determined by Dreyfus, with the remainder invested in securities with the second-highest credit rating. Dreyfus Cash Management and Dreyfus Cash Management Plus,Inc.,purchase securities with the highest credit rating only, or the unrated equivalent. Dreyfus Government Prime Cash Management invests only in U.S. government securities. Dreyfus Treasury Cash Management invest only in U.S. government securities and in repurchase agreements.

Concepts to understand

Money market fund: a specific type of fund that seeks to maintain a $1.00 price per share. Money market funds are subject to strict federal requirements and must:

maintain an average dollar-weighted portfolio maturity of 90 days or less

buy individual securities that have remaining maturities of 13 months or less

invest only in high quality, dollar-denominated obligations

The Funds 1

Dreyfus Cash Management

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances, and other short-term securities issued by domestic banks or foreign banks, or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

commercial paper, and other short-term corporate obligations, including those with floating or variable rates of interest

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industry

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.67%
Worst Quarter:		Q1 ’04		+0.22%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.06% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

3.10%	2.23%	3.90%

What this fund is — and isn’t

Dreyfus Cash Management 3

DREYFUS CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Cash Management Plus, Inc.

GOAL/APPROACH

securities issued or guaranteed by the U.S. government or its agencies or instrumentalities

certificates of deposit, time deposits, bankers’ acceptances and other short-term securities issued by domestic banks or foreign banks (or thrifts) or their subsidiaries or branches

repurchase agreements,including tri-party repurchase agreements

asset-backed securities

domestic and dollar-denominated foreign commercial paper, and other short-term corporate obligations,including those with floating or variable rates of interest

dollar-denominated obligations issued or guaranteed by one or more foreign governments or any of their political subdivisions or agencies

Normally, the fund invests at least 25% of its net

assets in bank obligations.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in the portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception, and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

any of the fund’s holdings could have its credit rating downgraded or could default

the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industry

the risks generally associated with dollar-denominated foreign investments,such as economic and political developments, seizure or nationalization of deposits, imposition of taxes or other restrictions on the payment of principal and interest

the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement

Dreyfus Cash Management Plus, Inc. 5

DREYFUS CASH MANAGEMENT PLUS, INC. (continued)

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.68%
Worst Quarter:		Q4 ’03		+0.23%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.06% .

Average annual total returns as of 12/31/05

1 Year	5 years	10 Years

3.11%	2.30%	3.96%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Cash Management Plus, Inc. 7

Dreyfus Government Prime Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

While the fund has maintained a constant share price since inception,and will continue to try to do so, the following factors could reduce the fund’s income level and/or share price:

interest rates could rise sharply, causing the value of the fund’s investments and its share price to drop

interest rates could drop, thereby reducing the fund’s yield

a security backed by the U.S.Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate

certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality (while the U.S. government provides financial support to U.S. government-sponsored agencies or instrumentalities,no assurance can be given that it will always do so)

Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations, such as those issued by the Student Loan Marketing Association and the Federal Home Loan Banks, are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. In addition, because many types of U.S. government securities trade actively outside the U.S., their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.62%
Worst Quarter:		Q2 ’04		+0.21%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.05% .

Average annual total returns as of 12/31/05

		Since
		inception
1 Year	5 Years	(2/27/98)


3.00%	2.13%	3.35%

What this fund is — and isn’t

Dreyfus Government Prime Cash Management 9

DREYFUS GOVERNMENT PRIME CASH MANAGEMENT (continued)

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Treasury Cash Management

GOAL/APPROACH

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity.

MAIN RISKS

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

The fund is subject to the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement.

Dreyfus Treasury Cash Management 11

DREYFUS TREASURY CASH MANAGEMENT (continued)

PAST PERFORMANCE

The bar chart and table below illustrate the risks of investing in the fund. The bar chart shows the changes in the performance of the fund’s Institutional shares from year to year. The table shows the fund’s average annual total returns for its Institutional shares over time. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter:		Q3 ’00		+1.60%
Worst Quarter:		Q2 ’04		+0.20%

The year-to-date total return of the fund’s Institutional shares as of

3/31/06 was 1.03% .

Average annual total returns as of 12/31/05

1 Year	5 Years	10 Years

2.91%	2.11%	3.73%

What this fund is — and isn’t

EXPENSES

Fee table
Annual fund operating expenses
% of average daily net assets
Management fees			0.20%
Other expenses			none

Total			0.20%



Expense example
1 Year	3 Years	5 Years	10 Years

$20	$64	$113	$255

Concepts to understand

Management fee: the fee paid to Dreyfus for managing the fund’s portfolio and assisting in all aspects of the fund’s operations.

Since the inception of the fund’s Institutional shares, pursuant to undertakings in effect, the annual fund operating expenses for the fund’s Institutional shares have not exceeded 0.20% .

Dreyfus Treasury Cash Management 13

MANAGEMENT

Investment adviser

The investment adviser for each fund is The Dreyfus Corporation (Dreyfus), 200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages approximately $171 billion in approximately 200 mutual fund portfolios. For the past fiscal year, each fund paid Dreyfus a management fee at the annual rate of 0.20% of the fund’s average daily net assets. A discussion regarding the basis for the board approving each fund’s management agreement with Dreyfus is available in the fund’s semiannual report for the six months ended July 31, 2005. Dreyfus is the primary mutual fund business of Mellon Financial Corporation (Mellon Financial), a global financial services company. Headquartered in Pittsburgh, Pennsylvania, Mellon Financial is one of the world’s leading providers of financial services for institutions, corporations and high net worth individuals, providing institutional asset management, mutual funds, private wealth management,asset servicing, payment solutions and investor services, and treasury services. Mellon Financial has approximately $4.7 trillion in assets under management, administration or custody, including $781 billion under management.

Distributor

Code of ethics

FINANCIAL HIGHLIGHTS

			Year Ended January 31,
Dreyfus Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.032	.013	.010	.016	.037

Distributions:	Dividends from investment
	income — net	(.032)	(.013)	(.010)	(.016)	(.037)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.28	1.31	.99	1.66	3.77

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.24	1.30	.99	1.65	3.64

Net assets, end of period ($ in millions)		9,484	9,283	9,507	11,410	13,260





			Year Ended January 31,
Dreyfus Cash Management Plus, Inc.		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.032	.013	.011	.018	.038

Distributions:	Dividends from investment
	income — net	(.032)	(.013)	(.011)	(.018)	(.038)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.29	1.32	1.06	1.78	3.91

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.23	1.23	1.07	1.78	3.54

Net assets, end of period ($ in millions)		5,908	8,466	14,249	24,637	27,179

Management 15

FINANCIAL HIGHLIGHTS (continued)

			Year Ended January 31,
Dreyfus Government Prime Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.009	.016	.035

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.009)	(.016)	(.035)

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.18	1.21	.94	1.61	3.56

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.21	1.19	.91	1.60	3.39

Net assets, end of period ($ in millions)		773	537	415	285	360





			Year Ended January 31,
Dreyfus Treasury Cash Management		2006	2005	2004	2003	2002

Per-Share Data ($):
Net asset value, beginning of period		1.00	1.00	1.00	1.00	1.00
Investment operations:	Investment income — net	.031	.012	.009	.016	.036

Distributions:	Dividends from investment
	income — net	(.031)	(.012)	(.009)	(.016)	.036

Net asset value, end of period		1.00	1.00	1.00	1.00	1.00
Total Return (%)		3.10	1.19	.93	1.59	3.62

Ratios/Supplemental Data (%):
Ratio of expenses to average net assets		.20	.20	.20	.20	.20
Ratio of net investment income
to average net assets		3.08	1.16	.93	1.57	3.42

Net assets, end of period ($ in millions)		3,017	2,351	3,312	3,397	2,787

Account Information

ACCOUNT POLICIES

Each fund is designed for institutional investors, particularly banks, acting for themselves or in a fiduciary, advisory, agency, custodial or similar capacity. 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 fund’s transfer agent for sub-accounting services and will be charged directly for the cost of such services. Institutions purchasing Institutional shares for the benefit of their clients may impose policies, limitations and fees which are different from those described in this prospectus.

Buying shares

The price for fund shares is the fund’s net asset value (NAV), which is generally calculated at 12:00 noon, 5:00 p.m. and 8:00 p.m. on days the New York Stock Exchange, or the transfer agent (as on Good Friday) as to Dreyfus Cash Management and Dreyfus Cash Management Plus, Inc. only, is open for regular business.An order will be priced at the next NAV calculated after the order is received in proper form by the fund’s transfer agent or other authorized entity. Each fund’s investments are valued based on amortized cost. As a result, portfolio securities are valued at their acquisition cost,adjust-ed for discounts or premiums reflected in their purchase price.This method of valuation is designed to enable the fund to price its shares at $1.00 per share.

As to Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc. and Dreyfus Treasury Cash Management,orders in proper form placed prior to 12:00 noon or 5:00 p.m., and payments for which are received in or converted into Federal Funds by the fund’s custodian by 6:00 p.m., will become effective at the price determined at 12:00 noon or 5:00 p.m., respectively, on that day. In either case, shares purchased will receive the dividend declared on that day.

As to Dreyfus Government Prime Cash Management only, orders in proper form placed prior to 12:00 noon or 3:00 p.m., and payments for which are received in or converted into Federal Funds by the fund’s custodian by 6:00 p.m., will become effective at the price determined at 12:00 noon or 5:00 p.m., respectively, on that day. In either case, shares purchased will receive the dividend declared on that day. Orders for shares placed between 3:00 p.m and 5:00 p.m.will not be accepted and executed, and notice of the purchase order being rejected will be given to the institution placing the order, and any funds received will be returned promptly to the sending institution.

For all funds,all times are Eastern time.

Financial Highlights 17

ACCOUNT POLICIES (continued)

Minimum investments

	Initial	Additional

Institutional shares	$10,000,000 *	none

* The minimum initial investment in Institutional shares is

$10,000,000, unless: (a) the investor has invested at

least $10,000,000 in the aggregate among any Dreyfus

Cash Management fund, Dreyfus Institutional Cash

Advantage Fund and Dreyfus Institutional Cash

Advantage Plus Fund (including in any class of a fund);

or (b) the investor has, in the opinion of Dreyfus

Investments Division, adequate intent and availability of

assets to reach a future level of investment of

$10,000,000 among the funds named above.

Concepts to understand

Net asset value (NAV): a mutual fund’s share price on a given day. A fund’s NAV is calculated by dividing the value of its net assets by the number of its existing shares outstanding.

Amortized cost: the value of a fund’s portfolio securities, which does not take into account unrealized gains or losses. As a result, portfolio securities are valued at their acquisition cost, adjusted over time based on the discounts or premiums reflected in their purchase price. Each fund uses this valuation method pursuant to Rule 2a-7 under the 1940 Act in order to be able to price its shares at $1.00 per share. In accordance with Rule 2a-7, each fund is subject to certain maturity, quality, and diversification requirements to help it maintain the $1.00 share price.

Selling shares

Investors may sell (redeem) shares at any time by wire, telephone, or compatible computer facility. Shares will be sold at the next determined NAV.

All times are Eastern time.

Applicable to all funds:

General policies

Money market funds generally are used by investors for short-term investments, often in place of bank checking or savings accounts or for cash management purposes.Investors value the ability to add and withdraw their funds quickly, without restriction. For this reason, although Dreyfus discourages excessive trading and other abusive trading practices, the funds have not adopted policies and procedures, or imposed redemption fees or other restrictions such as minimum holding periods, to deter frequent purchases and redemptions of fund shares. Dreyfus also believes that money market funds, such as the funds, are not targets of abusive trading practices,because money market funds seek to maintain a $1.00 per share price and typically do not fluctuate in value based on market prices. However, frequent purchases and redemptions of a fund’s shares could increase the fund’s transaction costs, such as market spreads and custodial fees, and may interfere with the efficient management of the fund’s portfolio, which could detract from the fund’s performance.Accordingly, each fund reserves the right to refuse any purchase or exchange request. Funds in the Dreyfus Family of Funds that are not money market mutual funds have approved policies and procedures that are intended to discourage and prevent abusive trading practices in those mutual funds which may apply to exchanges from or into a fund. If you plan to exchange your fund shares for shares of another Dreyfus fund, please read the prospectus of that other Dreyfus fund for more information.

Each fund reserves the right to:

refuse any purchase or exchange request that could adversely affect the fund or its operations

change or discontinue its exchange privilege, or temporarily suspend this privilege during unusual market conditions

change its minimum investment amounts

Each fund may also process purchase and sale orders and calculate its NAV on days that the fund’s primary trading markets are open and the fund’s management determines to do so.

Account Information 19

DISTRIBUTIONS AND TAXES

Distributions paid are subject to federal income tax, and may also be subject to state or local taxes (unless the investor is investing through a tax-advantaged retirement account). For federal tax purposes, in general, certain fund distributions, including distributions of short-term capital gains, are taxable to investors as ordinary income.

The tax status of any distribution generally is the same regardless of how long an investor has been in the fund and whether distributions are reinvested or taken in cash.

An investor’s sale of shares, including exchanges into other funds, may result in a capital gain or loss for tax purposes.A capital gain or loss on an investment in the fund generally is the difference between the cost of the investor’s shares and the amount received when the investor sells them.

SERVICES FOR FUND INVESTORS

Exchange privilege

Account statements

Account Information 21

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For More Information

Dreyfus Cash Management
SEC file number:		811-4175

Dreyfus Cash Management Plus, Inc.
SEC file number:		811-5295

Dreyfus Government Prime Cash Management
A series of Dreyfus Government Cash Management Funds
SEC file number:		811-3964

Dreyfus Treasury Cash Management
SEC file number:		811-4723

More information on each fund is available free

upon request,including the following:

Annual/Semiannual Report

Describes each fund’s performance, lists its portfo-

lio holdings and contains a letter from the fund’s

manager discussing recent market conditions, eco-

nomic trends and fund strategies that significantly

affected the fund’s performance during the last fiscal year. Each fund’s most recent annual and semi-annual reports are available at www.dreyfus.com.

Statement of Additional Information (SAI)

Portfolio Holdings

A complete description of each fund’s policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the fund’s SAI.

To obtain information:

By telephone

Call your Dreyfus Investments Division representative

or 1-800-346-3621

By E-mail Access Dreyfus Investments Division

at www.dreyfus.com. You can obtain product information and

E-mail requests for information or literature.

By mail Write to:

Dreyfus Investments Division

144 Glenn Curtiss Boulevard

Uniondale, NY 11556-0144

On the Internet Text-only versions of certain fund

documents can be viewed online or downloaded from:

http://www.sec.gov

You can also obtain copies, after paying a duplicating fee, by visiting the SEC’s Public Reference Room in Washington, DC (for information, call 1-202-551-8090) or by E-mail request to public info@sec.gov, or by writing to the SEC’s Public Reference Section, Washington, DC 20549-0102.

______________________________________________________________________________

DREYFUS CASH MANAGEMENT

DREYFUS CASH MANAGEMENT PLUS, INC.

DREYFUS GOVERNMENT CASH MANAGEMENT

DREYFUS GOVERNMENT PRIME CASH MANAGEMENT

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

COMBINED

STATEMENT OF ADDITIONAL INFORMATION

JUNE 1, 2006

(FOR INSTITUTIONAL SHARES, ADMINISTRATIVE SHARES, INVESTOR SHARES

AND PARTICIPANT SHARES)

This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the current Prospectus dated June 1, 2006, for each class of shares of each Fund listed above (each, a “Fund”), as each Prospectus may be revised from time to time. To obtain a copy of the Prospectus for a class of shares of a Fund, please call your financial adviser, or write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of institutional investors, call one of the following numbers:

Outside New York State -- Call Toll Free 1-800-346-3621

In New York State -- Call 1-718-895-1650

Individuals or entities for whom institutions may purchase or redeem Fund shares may write to a Fund at the above address or call toll free 1-800-554-4611 to obtain a copy of a Fund Prospectus.

Each Fund’s most recent Annual Report and Semi-Annual Report to Shareholders are separate documents supplied with this Statement of Additional Information, and the financial statements, accompanying notes and report of the independent registered public accounting firm appearing in the Annual Report are incorporated by reference into this Statement of Additional Information.

Each Fund is a separate investment portfolio, each with operations and results which are unrelated to those of each other Fund. Dreyfus Government Cash Management and Dreyfus Government Prime Cash Management are separate series of Dreyfus Government Cash Management Funds (the “Company”). This combined Statement of Additional Information has been provided for investors’ convenience to provide investors with the opportunity to consider nine investment choices in one document.

TABLE OF CONTENTS

		Page

Description of the Funds		B-3
Management of the Funds		B-26
Management Arrangements		B-33
How to Buy Shares		B-37
Service Plans (Administrative Shares, Investor Shares and Participant Shares only)		B-40
Shareholder Services Plans (Institutional Shares only)		B-42
How to Redeem Shares		B-43
Determination of Net Asset Value		B-44
Shareholder Services		B-45
Dividends, Distributions and Taxes		B-46
Portfolio Transactions		B-47
Information About the Funds		B-50
Counsel and Independent Registered Public Accounting Firm		B-52
Appendix A		B-53
Appendix B		B-55
Appendix C		B-57
Appendix D		B-82

DESCRIPTION OF THE FUNDS

Dreyfus Cash Management, Dreyfus Government Cash Management Funds, and Dreyfus Tax Exempt Cash Management were formed originally as Maryland corporations on December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and commenced operations in March 1985. On May 22, 1987, each of these Funds reorganized as a Massachusetts business trust. Dreyfus Cash Management Plus, Inc. is a Maryland corporation formed on August 12, 1987. Dreyfus New York Municipal Cash Management, Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash Management are Massachusetts business trusts that commenced operations on November 4, 1991, October 15, 1990, September 4, 1986, and December 27, 1988, respectively.

Each Fund is an open-end management investment company, known as a money market mutual fund. Each Fund, other than Dreyfus New York Municipal Cash Management, is a diversified fund, which means that, with respect to 75% of its total assets, the Fund will not invest more than 5% of its assets in the securities of any single issuer nor hold more than 10% of the outstanding voting securities of any single issuer (other than, in each case, securities of other investment companies, and securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities). Dreyfus New York Municipal Cash Management is a non-diversified fund, which means that the proportion of the Fund’s assets that may be invested in the securities of a single issuer is not limited by the Investment Company Act of 1940, as amended (the “1940 Act”).

The Dreyfus Corporation (the “Manager” or “Dreyfus”) serves as each Fund’s investment adviser.

Dreyfus Service Corporation (the “Distributor”) is the distributor of each Fund’s shares.

Certain Portfolio Securities

The following information supplements (except as noted) and should be read in conjunction with the Funds’ Prospectus.

U.S. Treasury Securities. (Dreyfus Cash Management, Dreyfus Cash Management Plus, Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash Management (collectively, the “Taxable Funds”)) Each Taxable Fund may invest in U.S. Treasury securities which include Treasury Bills, Treasury Notes and Treasury Bonds that differ in their interest rates, maturities and times of issuance. Treasury Bills have initial maturities of one year or less; Treasury Notes have initial maturities of one to ten years; and Treasury Bonds generally have initial maturities of greater than ten years.

U.S. Government Securities. (Dreyfus Cash Management, Dreyfus Cash Management Plus, Dreyfus Government Cash Management, and Dreyfus Government Prime Cash Management). Each of these Funds, in addition to U.S. Treasury securities, may invest in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities.

Some obligations issued or guaranteed by U.S. Government agencies and instrumentalities are supported by the full faith and credit of the U.S. Treasury; others by the right of the issuer to borrow from the U.S. Treasury; others by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and others only by the credit of the agency or instrumentality. These securities bear fixed, floating or variable rates of interest. Interest may fluctuate based on generally recognized reference rates or the relationship of rates. While the U.S. Government currently provides financial support to such U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, since it is not so obligated by law.

Bank Obligations. (Dreyfus Cash Management and Dreyfus Cash Management Plus) Each of these Funds may purchase certificates of deposit (“CDs”), time deposits (“TDs”), bankers’ acceptances and other short-term obligations issued by domestic banks, foreign subsidiaries or foreign branches of domestic banks, domestic and foreign branches of foreign banks, domestic savings and loan associations and other banking institutions.

CDs are negotiable certificates evidencing the obligation of a bank to repay funds deposited with it for a specified period of time.

TDs are non-negotiable deposits maintained in a banking institution for a specified period of time (in no event longer than seven days) at a stated interest rate.

Bankers’ acceptances are credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and the drawer to pay the face amount of the instrument upon maturity. The other short-term obligations may include uninsured, direct obligations bearing fixed, floating or variable interest rates.

Each of these Funds may invest in TDs and CDs issued by domestic banks, foreign subsidiaries or foreign branches of domestic banks, and domestic and foreign branches of foreign banks. Each Fund is authorized to purchase CDs issued by banks, savings and loan associations and similar institutions with less than $1 billion in assets, the deposits of which are insured by the Federal Deposit Insurance Corporation (“FDIC”), provided the Fund purchases any such CD in a principal amount of no more than $100,000, which amount would be fully insured by the Bank Insurance Fund or the Savings Association Insurance Fund administered by the FDIC. Interest payments on such a CD are not insured by the FDIC. The Fund would not own more than one such CD per such issuer.

Domestic commercial banks organized under Federal law are supervised and examined by the Comptroller of the Currency and are required to be members of the Federal Reserve System and to have their deposits insured by the FDIC. Domestic banks organized under state law are supervised and examined by state banking authorities but are members of the Federal Reserve System only if they elect to join. In addition, state banks whose CDs may be purchased by the Fund are insured by the FDIC (although such insurance may not be of material benefit to the Fund, depending on the principal amount of the CDs of each bank held by the Fund) and are subject to Federal examination and to a substantial body of Federal law and regulation. As a

result of Federal and state laws and regulations, domestic branches of domestic banks whose CDs may be purchased by the Fund generally, among other things, are required to maintain specified levels of reserves and are subject to other supervision and regulation designed to promote financial soundness. However, not all of such laws and regulations apply to the foreign branches of domestic banks.

CDs held by the Fund, other than those issued by banks with less than $1 billion in assets as described above, do not benefit materially, and time deposits do not benefit at all, from insurance from the Bank Insurance Fund or the Savings Association Insurance Fund administered by the FDIC.

Obligations of foreign branches and foreign subsidiaries of domestic banks, and domestic and foreign branches of foreign banks may be general obligations of the parent banks in addition to the issuing branch, or may be limited by the terms of a specific obligation and governmental regulation. Such obligations are subject to different risks than are those of domestic banks. These risks include foreign economic and political developments, foreign governmental restrictions that may adversely affect payment of principal and interest on the obligations, foreign exchange controls and foreign withholding and other taxes on interest income. Foreign branches and subsidiaries are not necessarily subject to the same or similar regulatory requirements that apply to domestic banks, such as mandatory reserve requirements, loan limitations, and accounting, auditing and financial recordkeeping requirements. In addition, less information may be publicly available about a foreign branch of a domestic bank or about a foreign bank than about a domestic bank.

Obligations of United States branches of foreign banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation or by Federal or state regulation as well as governmental action in the country in which the foreign bank has its head office. A domestic branch of a foreign bank with assets in excess of $1 billion may or may not be subject to reserve requirements imposed by the Federal Reserve System or by the state in which the branch is located if the branch is licensed in that state.

In addition, Federal branches licensed by the Comptroller of the Currency and branches licensed by certain states (“State Branches”) may be required to: (1) pledge to the regulator, by depositing assets with a designated bank within the state, a certain percentage of their assets as fixed from time to time by the appropriate regulatory authority; and (2) maintain assets within the state in an amount equal to a specified percentage of the aggregate amount of liabilities of the foreign bank payable at or through all of its agencies or branches within the state. The deposits of Federal and State Branches generally must be insured by the FDIC if such branches take deposits of less than $100,000.

In view of the foregoing factors associated with the purchase of CDs and TDs issued by foreign branches or foreign subsidiaries of domestic banks, or by foreign branches or domestic branches of foreign banks, the Manager carefully evaluates such investments on a case-by-case basis.

Commercial Paper. (Dreyfus Cash Management and Dreyfus Cash Management Plus) Each of these Funds may purchase commercial paper consisting of short-term, unsecured promissory notes issued to finance short-term credit needs. The commercial paper purchased by each Fund will consist only of direct obligations issued by domestic and, in the case of Dreyfus Cash Management Plus, foreign entities. The other corporate obligations in which each of these Funds may invest consist of high quality, U.S. dollar denominated short-term bonds and notes (including variable amount master demand notes).

Floating and Variable Rate Obligations. (Dreyfus Cash Management and Dreyfus Cash Management Plus) Each of these Funds may purchase floating and variable rate demand notes and bonds, which are obligations ordinarily having stated maturities in excess of 13 months, but which permit the holder to demand payment of principal at any time, or at specified intervals not exceeding 13 months, in each case upon not more than 30 days’ notice. Variable rate demand notes include master demand notes which are obligations that permit the Fund to invest fluctuating amounts, at varying rates of interest, pursuant to direct arrangements between the Fund, as lender, and the borrower. These obligations permit daily changes in the amounts borrowed. Because these obligations are direct lending arrangements between the lender and borrower, it is not contemplated that such instruments generally will be traded, and there generally is no established secondary market for these obligations, although they are redeemable at face value, plus accrued interest. Accordingly, where these obligations are not secured by letters of credit or other credit support arrangements, the Fund’s right to redeem is dependent on the ability of the borrower to pay principal and interest on demand.

Asset-Backed Securities. (Dreyfus Cash Management and Dreyfus Cash Management Plus) Each of these Funds may purchase asset-backed securities, which are securities issued by special purpose entities whose primary assets consist of a pool of mortgages, loans, receivables or other assets. Payment of principal and interest may depend largely on the cash flows generated by the assets backing the securities and, in certain cases, supported by letters of credit, surety bonds or other forms of credit or liquidity enhancements. The value of these asset-backed securities also may be affected by the creditworthiness of the servicing agent for the pool of assets, the originator of the loans or receivables or the financial institution providing the credit support.

Repurchase Agreements. (Dreyfus Cash Management, Dreyfus Cash Management Plus, Dreyfus Government Cash Management, and Dreyfus Treasury Cash Management) Each of these Funds may enter into repurchase agreements. In a repurchase agreement, the Fund buys, and the seller agrees to repurchase, a security at a mutually agreed upon time and price (usually within seven days). The repurchase agreement thereby determines the yield during the purchaser’s holding period, while the seller’s obligation to repurchase is secured by the value of the underlying security. The Fund’s custodian or sub-custodian employed in connection with tri-party repurchase agreement transactions will have custody of, and will segregate securities acquired by such Fund under a repurchase agreement. In connection with its third-party repurchase transactions, the Fund will employ only eligible sub-custodians that meet the requirements set forth in section 17(f) of the 1940 Act. Repurchase agreements are considered by the staff of the Securities and Exchange Commission (“SEC”) to be loans by the Fund that enters into them. Repurchase agreements could involve risks in the event of a default or

insolvency of the other party to the agreement, including possible delays or restrictions upon a Fund’s ability to dispose of the underlying securities. 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 $1 billion, or primary government securities dealers reporting to the Federal Reserve Bank of New York, with respect to securities of the type in which such Fund may invest and, in the case of tri-party repurchase agreements, U.S. Government securities with a maturity of greater than one year, and will require that additional securities be deposited with it if the value of the securities purchased should decrease below resale price.

Foreign Government Obligations; Securities of Supranational Entities. (Dreyfus Cash Management Plus only) The Fund may invest in U.S. dollar-denominated obligations issued or guaranteed by one or more foreign governments or any of their political subdivisions, agencies or instrumentalities that are determined by the Manager to be of comparable quality to the other obligations in which the Fund may invest. Such securities also include debt obligations of supranational entities. Supranational entities include organizations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies. Examples include the International Bank of Reconstruction and Development (the World Bank), the European Coal and Steel Community, the Asian Development Bank and the InterAmerican Development Bank.

Municipal Obligations. (Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus New York Municipal Cash Management (collectively, the “Tax Exempt Funds”)) As a fundamental policy, each Tax Exempt Fund normally invests at least 80% of the value of its net assets (plus any borrowings for investment purposes) in debt securities issued by states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, or multistate agencies or authorities, and certain other specified securities, the interest from which is, in the opinion of bond counsel to the issuer, exempt from Federal and, with respect to Dreyfus New York Municipal Cash Management, New York State and New York City, personal income taxes (collectively, “Municipal Obligations”). To the extent acceptable New York Municipal Obligations are at any time unavailable for investment by Dreyfus New York Municipal Cash Management, the Fund will invest temporarily in other Municipal Obligations. Municipal Obligations generally include debt obligations issued to obtain funds for various public purposes as well as certain industrial development bonds issued by or on behalf of public authorities. Municipal Obligations are classified as general obligation bonds, revenue bonds and notes. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenue derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source, but not from the general taxing power. Tax exempt industrial development bonds, in most cases, are revenue bonds that do not carry the pledge of the credit of the issuing municipality, but generally are guaranteed by the corporate entity on whose behalf they are issued. Notes are short-term instruments which are obligations of the issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other revenues. Municipal Obligations include municipal lease/purchase

agreements which are similar to installment purchase contracts for property or equipment issued by municipalities. Municipal Obligations bear fixed, floating or variable rates of interest.

For the purpose of diversification under the 1940 Act, the identification of the issuer of Municipal Obligations depends on the terms and conditions of the security. When the assets and revenues of an agency, authority, instrumentality or other political subdivision are separate from those of the government creating the subdivision and the security is backed only by the assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an industrial development bond, if that bond is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer. If, however, in either case, the creating government or some other entity guarantees a security, such a guaranty would be considered a separate security and will be treated as an issue of such government or other entity.

The yields on Municipal Obligations are dependent on a variety of factors, including general economic and monetary conditions, money market factors, conditions in the Municipal Obligations market, size of a particular offering, maturity of the obligation, and rating of the issue.

Municipal Obligations include certain private activity bonds (a type of revenue bond), the income from which is subject to the alternative minimum tax (AMT). Dreyfus Municipal Cash Management Plus and Dreyfus New York Municipal Cash Management may invest without limitation, and Dreyfus Tax Exempt Cash Management may invest up to 20% of its assets, in such Municipal Obligations if the Manager determines that their purchase is consistent with the Fund’s investment objective.

Certain Tax Exempt Obligations. (Tax Exempt Funds) Each Tax Exempt Fund may purchase floating and variable rate demand notes and bonds, which are tax exempt obligations ordinarily having stated maturities in excess of 13 months, but which permit the holder to demand payment of principal at any time or at specified intervals not exceeding 13 months, in each case upon not more than 30 days’ notice. Variable rate demand notes include master demand notes which are obligations that permit the Fund to invest fluctuating amounts, at varying rates of interest, pursuant to direct arrangements between the Fund, as lender, and the borrower. These obligations permit daily changes in the amount borrowed. Frequently, such obligations are secured by letters of credit or other credit support arrangements provided by banks. Changes in the credit quality of banks and other financial institutions that provide such credit or liquidity enhancements to the Fund’s portfolio securities could cause losses to the Fund and affect its share price. Because these obligations are direct lending arrangements between the lender and borrower, it is not contemplated that such instruments generally will be traded, and there generally is no established secondary market for these obligations, although they are redeemable at face value, plus accrued interest. Accordingly, where these obligations are not secured by letters of credit or other credit support arrangements, the Fund’s right to redeem is dependent on the ability of the borrower to pay principal and interest on demand. Each obligation purchased by the Fund will meet the quality criteria established for the purchase of Municipal Obligations.

Derivative Products. (Tax Exempt Funds) Each Tax Exempt Fund may purchase various derivative products whose value is tied to underlying Municipal Obligations. A Tax Exempt Fund will purchase only those derivative products that are consistent with its investment objective and policies and comply with the quality, maturity and diversification standards of Rule 2a-7 under the 1940 Act. The principal types of derivative products are described below.

(1) Tax Exempt Participation Interests. Tax exempt participation interests (such as industrial development bonds and municipal lease/purchase agreements) give the Fund an undivided interest in a Municipal Obligation in the proportion that the Fund’s participation interest bears to the total principal amount of the Municipal Obligation. Participation interests may have fixed, floating or variable rates of interest, and are frequently backed by an irrevocable letter of credit or guarantee of a bank.

(2) Tender Option Bonds. Tender option bonds grant the holder an option to tender an underlying Municipal Obligation at par plus accrued interest at specified intervals to a financial institution that acts as a liquidity provider. The holder of a tender option bond effectively holds a demand obligation that bears interest at the prevailing short-term tax exempt rate.

(3) Custodial Receipts. In a typical custodial receipt arrangement, an issuer of a Municipal Obligation deposits it with a custodian in exchange for two classes of custodial receipts. One class has the characteristics of a typical auction rate security, where at specified intervals its interest rate is adjusted and ownership changes. The other class’s interest rate also is adjusted, but inversely to changes in the interest rate of the first class.

(4) Structured Notes. Structured notes typically are purchased in privately negotiated transactions from financial institutions, and, therefore, may not have an active trading market. When the Fund purchases a structured note, it will make a payment of principal to the counterparty. Some structured notes have a guaranteed repayment of principal while others place a portion (or all) of the principal at risk. The possibility of default by the counterparty or its credit provider may be greater for structured notes than for other types of money market instruments.

Ratings of Municipal Obligations. (Tax Exempt Funds) Each Tax Exempt Fund may invest only in those Municipal Obligations which are rated in one of the two highest rating categories for debt obligations by at least two rating organizations (or one rating organization if the instrument was rated by only one such organization) or, if unrated, are of comparable quality as determined in accordance with procedures established by the Fund’s Board.

The average distribution of investments (at value) in Municipal Obligations (including notes) by ratings for the fiscal year ended January 31, 2006, computed on a monthly basis, was as follows:

				Percentage of Value




	Moody’s	Standard &		Dreyfus
	Investors	Poor’s Ratings	Dreyfus Municipal	Tax Exempt	Dreyfus New
Fitch Ratings	Service, Inc.	Services	Cash Management	Cash	York Municipal
(“Fitch”) or	(“Moody’s”) or	(“S&P”)	Plus	Management	Cash Management


F-1+/F-1	VMIG 1/MIG 1, P-1	SP-1+/SP-1, A-1+/A-1	89.0%	87.0%	86.4%
F-2+/F-2	VMIG 2/MIG 2, P-2	SP-2+/SP-2, A-2+/A-2	--	0.5%	--
AAA/AAA	Aaa/Aa/A	AAA/AA/A	3.8%	8.9%	8.5%
Not Rated	Not Rated	Not Rated	7.2%^*	3.6%^*	5.1%
			100.0%	100.0%	100.0%

If, subsequent to its purchase by the Fund, (a) an issue of rated Municipal Obligations ceases to be rated in the highest rating category by at least two rating organizations (or one rating organization if the instrument was rated by only one such organization) or the Fund’s Board determines that it is no longer of comparable quality or (b) the Manager becomes aware that any portfolio security not so highly rated or any unrated security has been given a rating by any rating organization below the rating organization’s second highest rating category, the Fund’s Board will reassess promptly whether such security presents minimal credit risk and will cause the Fund to take such action as it determines is in the best interest of the Fund and its shareholders; provided that the reassessment required by clause (b) is not required if the portfolio security is disposed of or matures within five business days of the Manager becoming aware of the new rating and the Fund’s Board is subsequently notified of the Manager’s actions.

To the extent the ratings given by Moody’s, S&P or Fitch for Municipal Obligations change as a result of changes in such organizations or their rating systems, each Fund will attempt to use comparable ratings as standards for its investments in accordance with the investment policies described in the Funds’ Prospectuses and this Statement of Additional Information. The ratings of Moody’s, S&P and Fitch represent their opinions as to the quality of the Municipal Obligations which they undertake to rate. It should be emphasized, however, that ratings are relative and subjective and are not absolute standards of quality. Although these ratings may be an initial criterion for selection of portfolio investments, the Manager also will evaluate these securities and the creditworthiness of the issuers of such securities based upon financial and other available information.

Taxable Investments. (Tax Exempt Funds) From time to time, on a temporary basis other than for temporary defensive purposes (but not to exceed 20% of the value of the Fund’s net assets) or for temporary defensive purposes, each Tax Exempt Fund may invest in taxable short-term investments (“Taxable Investments”) consisting of: notes of issuers having, at the time of purchase, a quality rating within the two highest grades of Moody’s, S&P or Fitch; obligations of the U.S. Government, its agencies or instrumentalities; commercial paper rated not lower than P-1 by Moody’s, A-1 by S&P or F-1 by Fitch; CDs of U.S. domestic banks, including

^*Included in the Not Rated category are securities which, while not rated, have been determined by the Manager to be of comparable quality to securities in the VMIG 1/MIG 1 or SP-1+/SP-1 rating categories.

foreign branches of domestic banks, with assets of $1 billion or more; TDs; bankers’ acceptances and other short-term bank obligations; and repurchase agreements in respect of any of the foregoing. Dividends paid by the Fund that are attributable to income earned by the Fund from Taxable Investments will be taxable to investors. Except for temporary defensive purposes, at no time will more than 20% of the value of the Fund’s net assets be invested in Taxable Investments and, with respect to Dreyfus Tax Exempt Cash Management, Municipal Obligations the interest from which gives rise to a preference item for the purpose of the alternative minimum tax. If the Fund purchases Taxable Investments, it will value them using the amortized cost method and comply with the provisions of Rule 2a-7 relating to purchases of taxable instruments. When Dreyfus New York Municipal Cash Management has adopted a temporary defensive position, including when acceptable New York Municipal Obligations are unavailable for investment by Dreyfus New York Municipal Cash Management, in excess of 20% of the Fund’s assets may be invested in securities that are not exempt from New York State and New York City income tax. Under normal market conditions, none of the Funds anticipate that more than 5% of the value of its total assets will be invested in any one category of Taxable Investments.

Illiquid Securities. (All Funds) Each Fund may invest up to 10% of the value of its net assets in securities as to which a liquid trading market does not exist, provided such investments are consistent with the Fund’s investment objective. These securities may include securities that are not readily marketable, such as securities that are subject to legal or contractual restrictions on resale, and repurchase agreements providing for settlement in more than seven days after notice. As to these securities, the Fund is subject to a risk that should the Fund desire to sell them when a ready buyer is not available at a price the Fund deems representative of their value, the value of the Fund’s net assets could be adversely affected.

Investment Techniques

The following information supplements (except as noted) and should be read in conjunction with the FundsŒ Prospectus. A Tax Exempt FundŒ s use of certain of the investment techniques described below may give rise to taxable income.

Borrowing Money. (All Funds) Each Fund may borrow money from banks for temporary or emergency (not leveraging) purposes in an amount up to 15% of the value of its total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. While such borrowings exceed 5% of the value of a Fund’s total assets, the Fund will not make any additional investments. In addition, Dreyfus Cash Management Plus may borrow for investment purposes on a secured basis through entering into reverse repurchase agreements as described below.

Reverse Repurchase Agreements. (Dreyfus Cash Management Plus) Dreyfus Cash Management Plus may enter into reverse repurchase agreements with banks, brokers or dealers. Reverse purchase 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. The Fund will use the proceeds of reverse repurchase agreements only to make investments which generally either

mature or have a demand feature to resell to the issuer at a date simultaneous with or prior to the expiration of the reverse repurchase agreement. At an agreed upon future date, the Fund repurchases the security, at principal, plus accrued interest. 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. These borrowings will be subject to interest costs which may or may not be recovered by appreciation of the securities purchased; in certain cases, interest costs may exceed the return received on the securities purchased. The Fund’s Board has considered the risks to the Fund and its shareholders which may result from the entry into reverse repurchase agreements and has determined that the entry into such agreements is consistent with the Fund’s investment objective and management policies. The Fund will segregate permissible liquid assets equal to the aggregate amount of its reverse repurchase obligations, plus accrued interest, in certain cases, in accordance with releases promulgated by the SEC.

Lending Portfolio Securities. (Dreyfus Cash Management Plus, Dreyfus Government Cash Management, and Dreyfus Government Prime Cash Management) Each of these Funds may lend securities from its portfolio to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. In connection with such loans, the Fund remains the owner of the loaned securities and continues to be entitled to payments in amounts equal to the interest, dividends or other distributions payable on the loaned securities. The Fund also has the right to terminate a loan at any time. The Fund may call the loan to vote proxies if a material issue affecting the Fund’s investment is to be voted upon. Loans of portfolio securities may not exceed 33-1/3% (20% as to Dreyfus Government Cash Management) of the value of the Fund’s total assets (including the value of all assets received as collateral for the loan). The Fund will receive collateral consisting of cash or, as to Dreyfus Cash Management Plus, cash equivalents, U.S. Government securities, or other high quality liquid debt securities, or, as to Dreyfus Government Cash Management and Dreyfus Government Prime Cash Management, U.S. Treasury securities, which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. If the collateral consists of securities, the borrower will pay the Fund a loan premium fee. If the collateral consists of cash, the Fund will reinvest the cash and pay the borrower a pre-negotiated fee or “rebate” from any return earned on the investment. The Fund may participate in a securities lending program operated by Mellon Bank, N.A., as lending agent (the Lending Agent ). The Lending Agent will receive a percentage of the total earnings of the Fund derived from lending its portfolio securities. Should the borrower of the securities fail financially, the Fund may experience delays in recovering the loaned securities or exercising its rights in the collateral. Loans are made only to borrowers that are deemed by the Manager to be of good financial standing. In a loan transaction, the Fund will also bear the risk of any decline in value of securities acquired with cash collateral. A Fund will minimize this risk by limiting the investment of cash collateral to high quality short term instruments of the type in which the Fund may invest or, except for Dreyfus Government Prime Cash Management, repurchase agreements.

Forward Commitments. (Dreyfus Cash Management Plus, Dreyfus Government Cash Management, Dreyfus Government Prime Cash Management and each Tax Exempt Fund) Each of these Funds may purchase portfolio securities on a forward commitment or when-issued basis, which means that delivery and payment take place a number of days after the date of the commitment to purchase. The payment obligation and the interest rate receivable on a forward

commitment or when-issued security are fixed when the Fund enters into the commitment, but the Fund does not make payment until it receives delivery from the counterparty. The Fund will commit to purchase such securities only with the intention of actually acquiring the securities, but the Fund may sell these securities before the settlement date if it is deemed advisable. The Fund will segregate permissible liquid assets at least equal at all times to the amount of the purchase commitment.

Securities purchased on a forward commitment or when-issued basis are subject to changes in value (generally changing in the same way, i.e., appreciating when interest rates decline and depreciating when interest rates rise) based upon the public’s perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. Securities purchased on a when-issued basis may expose the Fund to risks because they may experience such fluctuations prior to their actual delivery. Purchasing securities on a forward commitment or when-issued basis can involve the additional risk that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself. Purchasing securities on a forward commitment or 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.

Stand-By Commitments. (Tax Exempt Funds) Each Tax Exempt Fund may acquire “stand-by commitments” with respect to Municipal Obligations held in its portfolio. Under a stand-by commitment, the Fund obligates a broker, dealer or bank to repurchase, at the Fund’s option, specified securities at a specified price and, in this respect, stand-by commitments are comparable to put options. The exercise of a stand-by commitment, therefore, is subject to the ability of the seller to make payment on demand. The Fund will acquire stand-by commitments solely to facilitate its portfolio liquidity and does not intend to exercise its rights thereunder for trading purposes. The Fund may pay for stand-by commitments if such action is deemed necessary, thus increasing to a degree the cost of the underlying Municipal Obligation and similarly decreasing such security’s yield to investors. Gains realized in connection with standby commitments will be taxable.

Certain Investment Considerations and Risks

General. Each Fund attempts to increase yields by trading to take advantage of short-term market variations. This policy is expected to result in high portfolio turnover but should not adversely affect the Funds since the Funds usually do not pay brokerage commissions when purchasing short-term obligations. The value of the portfolio securities held by a 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.

Bank Securities. (Dreyfus Cash Management and Dreyfus Cash Management Plus) To the extent each of these Funds’ investments are concentrated in the banking industry, the Fund

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

Foreign Securities. (Dreyfus Cash Management and Dreyfus Cash Management Plus) Each of these Funds may invest in securities issued by foreign subsidiaries or foreign branches of domestic banks, domestic and foreign branches of foreign banks, and, in the case of Dreyfus Cash Management Plus, foreign government obligations and commercial paper issued by foreign issuers. Accordingly, these Funds may be subject to additional investment risks with respect to those securities that are different in some respects from those incurred by a money market fund which invests only in debt obligations of U.S. domestic issuers, although such obligations may be higher yielding when compared to the securities of U.S. domestic issuers. Such risks include possible future political and economic developments, seizure or nationalization of foreign deposits, imposition of foreign withholding taxes on interest income payable on the securities, establishment of exchange controls or adoption of other foreign governmental restrictions which might adversely affect the payment of principal and interest on these securities.

Investing in Municipal Obligations. (Tax Exempt Funds) Each Tax Exempt Fund may invest more than 25% of the value of its total assets in Municipal Obligations which are related in such a way that an economic, business or political development or change affecting one such security also would affect the other securities; for example, securities the interest upon which is paid from revenues of similar types of projects. As a result, the Tax Exempt Funds may be subject to greater risk as compared to municipal money market funds that do not follow this practice.

Certain municipal lease/purchase obligations in which each Tax Exempt Fund may invest may contain “non-appropriation” clauses which provide that the municipality has no obligation to make lease payments in future years unless money is appropriated for such purpose on a yearly basis. Although “non-appropriation” lease/purchase obligations are secured by the leased property, disposition of the leased property in the event of foreclosure might prove difficult. In evaluating the credit quality of a municipal lease/purchase obligation that is unrated, the Manager will consider, on an ongoing basis, a number of factors including the likelihood that the issuing municipality will discontinue appropriating funds for the leased property.

Certain provisions in the Internal Revenue Code of 1986, as amended (the “Code”), relating to the issuance of Municipal Obligations may reduce the volume of Municipal Obligations qualifying for Federal tax exemption. One effect of these provisions could be to increase the cost of the Municipal Obligations available for purchase by the Fund and thus reduce available yield. Shareholders should consult their tax advisers concerning the effect of these provisions on an investment in the Fund. Proposals that may restrict or eliminate the

income tax exemption for interest on Municipal Obligations may be introduced in the future. If any such proposal were enacted that would reduce the availability of Municipal Obligations for investment by the Fund so as to adversely affect Fund shareholders, the Fund would reevaluate its investment objective and policies and submit possible changes in the Fund’s structure to shareholders for their consideration. If legislation were enacted that would treat a type of Municipal Obligation as taxable, the Fund would treat such security as a permissible Taxable Investment within the applicable limits set forth herein.

Investing in New York Municipal Obligations. (Dreyfus New York Municipal Cash Management) Since Dreyfus New York Municipal Cash Management is concentrated in securities issued by New York or entities within New York, an investment in the Fund may involve greater risk than investments in certain other types of municipal money market funds. You should consider carefully the special risks inherent in the Fund’s investment in New York Municipal Obligations. You should review the information in “Appendix C” which provides a brief summary of special investment considerations and risk factors relating to investing in New York Municipal Obligations.

Simultaneous Investments. (All Funds) Investment decisions for each Fund are made independently from those of the other investment companies advised by the Manager. If, however, such other investment companies desire to invest in, or dispose of, the same securities as a Fund, the Manager will ordinarily seek to aggregate (or “bunch”) orders that are placed or received concurrently for more than one investment company and available investments or opportunities for sales will be allocated equitability to each investment company. In some cases, this procedure may adversely affect the size of the position obtained for or disposed of by the Fund or the price paid or received by the Fund.

Investment Restrictions

Each Fund’s investment objective is a fundamental policy, which cannot be changed without approval by the holders of a majority (as defined in the 1940 Act) of the Fund’s outstanding voting shares. In addition, the Funds have adopted certain investment restrictions as fundamental policies and certain other investment restrictions as non-fundamental policies, as described below.

Dreyfus Cash Management. Dreyfus Cash Management has adopted investment restrictions numbered 1 through 11 as fundamental policies. Investment restrictions numbered 12 and 13 are not fundamental policies and may be changed by vote of a majority of the Fund’s Board members at any time. Dreyfus Cash Management may not:

1. Purchase common stocks, preferred stocks, warrants or other equity securities, or purchase corporate bonds or debentures, state bonds, municipal bonds or industrial revenue bonds.

borrowed) at the time the borrowing is made. While borrowings exceed 5% of the value of the Fund’s total assets, the Fund will not make any additional investments.

3. Sell securities short or purchase securities on margin.

4. Write or purchase put or call options or combinations thereof.

5. Underwrite the securities of other issuers.

6. Purchase or sell real estate, real estate investment trust securities, commodities, or oil and gas interests.

7. Make loans to others, except through the purchase of debt obligations referred to in the Prospectus.

8. Invest more than 15% of its assets in the obligations of any one bank, or invest more than 5% of its assets in the obligations of any other issuer, except that up to 25% of the value of the Fund’s total assets may be invested without regard to any such limitations. Notwithstanding the foregoing, to the extent required by the rules of the SEC, the Fund will not invest more than 5% of its assets in the obligations of any one bank.

9. Invest less than 25% of its assets in securities issued by banks or invest more than 25% of its assets in the securities of issuers in any other industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Notwithstanding the foregoing, for temporary defensive purposes the Fund may invest less than 25% of its assets in bank obligations.

10. Invest in companies for the purpose of exercising control.

11. Invest in securities of other investment companies, except as they may be acquired as part of a merger, consolidation or acquisition of assets.

12. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings.

13. Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid if, in the aggregate, more than 10% of the value of the Fund’s net assets would be so invested.

* * * *

Dreyfus Cash Management Plus. Dreyfus Cash Management Plus has adopted investment restrictions numbered 1 through 11 as fundamental policies. Investment restrictions numbered 12 and 13 are not fundamental policies and may be changed by vote of a majority of the Fund’s Board members at any time. Dreyfus Cash Management Plus may not:

1. Purchase common stocks, preferred stocks, warrants or other equity securities, or purchase corporate bonds or debentures, state bonds, municipal bonds, or industrial revenue bonds.

2. Borrow money, except (i) from banks for temporary or emergency (not leveraging) purposes in an amount up to 15% of the value of the Fund’s total assets (including the amount borrowed) based on the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made and (ii) in connection with the entry into reverse repurchase agreements to the extent described in the Fund’s Prospectus. While borrowings described in clause (i) exceed 5% of the value of the Fund’s total assets, the Fund will not make any additional investments.

3. Sell securities short or purchase securities on margin.

4. Write or purchase put or call options or combinations thereof.

5. Underwrite the securities of other issuers.

6. Purchase or sell real estate, real estate investment trust securities, commodities, or oil and gas interests.

7. Make loans to others, except through the purchase of debt obligations referred to in the Prospectus and except that 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 SEC and the Fund’s Directors.

9. Invest less than 25% of its total assets in securities issued by banks or invest more than 25% in the securities of issuers in any other industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Notwithstanding the foregoing, for temporary defensive purposes the Fund may invest less than 25% of its assets in bank obligations.

10. Invest in companies for the purpose of exercising control.

11. Invest in securities of other investment companies, except as they may be acquired as part of a merger, consolidation or acquisition of assets.

12. Pledge, mortgage, hypothecate or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings.

* * * *

Dreyfus Government Cash Management. Under normal circumstances, Dreyfus Government Cash Management invests solely in securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies or instrumentalities, and repurchase agreements collateralized by these securities. The Fund has adopted a policy to provide its shareholders with at least 60 days’ prior notice of any change in its policy to so invest its assets. In addition, Dreyfus Government Cash Management has adopted investment restrictions numbered 1 through 10 as fundamental policies. Investment restrictions numbered 11 and 12 are not fundamental policies and may be changed by vote of a majority of the Fund’s Board members at any time. Dreyfus Government Cash Management may not:

1. Purchase common stocks, preferred stocks, warrants or other equity securities, or purchase corporate bonds or debentures, state bonds, municipal bonds or industrial revenue bonds.

2. Borrow money, except from banks for temporary or emergency (not leveraging) purposes in an amount up to 15% of the value of the Fund’s total assets (including the amount borrowed) based on the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. While borrowings exceed 5% of the value of the Fund’s total assets, the Fund will not make any additional investments.

3. Sell securities short or purchase securities on margin.

4. Write or purchase put or call options or combinations thereof.

5. Underwrite the securities of other issuers.

6. Purchase or sell real estate, real estate investment trust securities, commodities, or oil and gas interests.

7. Make loans to others, except through the purchase of debt obligations referred to in the Prospectus. However, the Fund may lend securities to brokers, dealers or other institutional investors, but only when the borrower deposits collateral consisting of cash or U.S. Treasury securities with the Fund and agrees to maintain such collateral so that it amounts at all times to at least 100% of the value of the securities loaned. Such loans will not be made, if, as a result, the aggregate value of the securities loaned exceeds 20% of the value of the Fund’s total assets.

8. Invest more than 25% of its total assets in the securities of issuers in any single industry, provided that there shall be no such limitation on investments in obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

9. Invest in companies for the purpose of exercising control.

10. Invest in securities of other investment companies, except as they may be acquired as part of a merger, consolidation or acquisition of assets.

11. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings.

12. Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid, if, in the aggregate, more than 10% of the value of the Fund’s net assets would be so invested.

* * * *

Dreyfus Government Prime Cash Management. Under normal circumstances, Dreyfus Government Prime Cash Management invests solely in securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies or instrumentalities. The Fund has adopted a policy to provide its shareholders with at least 60 days’ prior notice of any change in its policy to so invest its assets. In addition, Dreyfus Government Prime Cash Management has adopted investment restrictions numbered 1 through 6 as fundamental policies. Investment restrictions numbered 7 through 11 are not fundamental policies and may be changed by vote of a majority of the Fund’s Board members at any time. Dreyfus Government Prime Cash Management may not:

1. Borrow money, except to the extent permitted under the 1940 Act, which currently limits borrowings to up to 33-1/3% of the value of the Fund’s total assets.

2. Purchase securities on margin.

3. Act as 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.

4. Purchase or sell real estate, real estate investment trust securities, commodities, or oil and gas interests, but the Fund may purchase and sell securities that are secured by real estate or issued by companies that deal in real estate.

5. Make loans to others, except through the purchase of debt obligations referred to in the Prospectus. 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 in accordance with guidelines established by the SEC and the Fund’s Board.

6. Invest more than 25% of its total assets in the securities of issuers in any single industry, provided that there shall be no such limitation on investments in obligations issued or guaranteed by the U.S. Government, it agencies or instrumentalities.

7. Purchase common stocks, preferred stocks, warrants or other equity securities.

8. Write or purchase put or call options or combinations thereof, except that the Fund may purchase and sell “obligations with puts attached” in accordance with its stated investment policies.

9. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings.

10. Enter into repurchase agreements.

11. Purchase securities which are illiquid if, in the aggregate, more than 10% of the value of the Fund’s net assets would be so invested.

* * * *

Dreyfus Treasury Cash Management. Under normal circumstances, Dreyfus Treasury Cash Management invests solely in securities issued or guaranteed as to principal and interest by the U.S. Government, and repurchase agreements collateralized by these securities. The Fund has adopted a policy to provide its shareholders with at least 60 days’ prior notice of any change in its policy to so invest its assets. In addition, Dreyfus Treasury Cash Management has adopted investment restrictions numbered 1 through 9 as fundamental policies. Investment restrictions numbered 10 and 11 are not fundamental policies and may be changed by vote of a majority of the Fund’s Board members at any time. Dreyfus Treasury Cash Management may not:

1. Purchase common stocks, preferred stocks, warrants or other equity securities, or purchase corporate bonds or debentures, state bonds, municipal bonds or industrial revenue bonds.

3. Sell securities short or purchase securities on margin.

4. Write or purchase put or call options or combinations thereof.

5. Purchase or sell real estate, real estate investment trust securities, commodities, or oil and gas interests.

6. Make loans to others, except through the purchase of debt obligations referred to in the Prospectus.

7. Invest more than 25% of its total assets in the securities of issuers in any single industry, provided that there shall be no such limitation on investments in obligations issued or guaranteed by the U.S. Government.

8. Invest in companies for the purpose of exercising control.

9. Invest in securities of other investment companies, except as they may be acquired as part of a merger, consolidation or acquisition of assets.

10. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings.

11. Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid, if, in the aggregate, more than 10% of the value of the Fund’s net assets would be so invested.

* * * *

Dreyfus Treasury Prime Cash Management. Under normal circumstances, Dreyfus Treasury Prime Cash Management invests solely in securities issued or guaranteed as to principal and interest by the U.S. Government. The Fund has adopted a policy to provide its shareholders with at least 60 days’ prior notice of any change in its policy to so invest its assets. In addition, Dreyfus Treasury Prime Cash Management has adopted investment restrictions numbered 1 through 10 as fundamental policies. Investment restrictions numbered 11 and 12 are not fundamental policies and may be changed by vote of a majority of the Fund’s Board members at any time. Dreyfus Treasury Prime Cash Management may not:

1. Purchase common stocks, preferred stocks, warrants or other equity securities, or purchase corporate bonds or debentures, state bonds, municipal bonds or industrial revenue bonds.

3. Sell securities short or purchase securities on margin.

4. Write or purchase put or call options or combinations thereof.

5. Underwrite the securities of other issuers.

6. Purchase or sell real estate, real estate investment trust securities, commodities, or oil and gas interests.

7. Make loans to others except through the purchase of debt obligations referred to in the Prospectus.

9. Invest in companies for the purpose of exercising control.

10. Invest in securities of other investment companies, except as they may be acquired as part of a merger, consolidation or acquisition of assets.

11. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings.

12. Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid if, in the aggregate, more than 10% of the value of the Fund’s net assets would be so invested.

* * * *

Dreyfus Municipal Cash Management Plus. It is a fundamental policy that Dreyfus Municipal Cash Management Plus normally invest at least 80% of its net assets (plus any borrowings for investment purposes) in Municipal Obligations (or other instruments with similar economic characteristics). In addition, Dreyfus Municipal Cash Management Plus has adopted investment restrictions numbered 1 through 10 as fundamental policies. Investment restriction number 11 is not a fundamental policy and may be changed by vote of a majority of the Fund’s Board members at any time. Dreyfus Municipal Cash Management Plus may not:

1. Purchase securities other than Municipal Obligations and Taxable Investments as those terms are defined above and in the Fund’s Prospectus.

3. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to secure borrowings for temporary or emergency purposes.

4. Sell securities short or purchase securities on margin.

5. Underwrite the securities of other issuers, except that the Fund may bid separately or as part of a group for the purchase of Municipal Obligations directly from an issuer for its own portfolio to take advantage of the lower purchase price available.

6. Purchase or sell real estate, real estate investment trust securities, commodities or commodity contracts, or oil and gas interests, but this shall not prevent the Fund from investing in Municipal Obligations secured by real estate or interests therein.

7. Make loans to others, except through the purchase of qualified debt obligations and the entry into repurchase agreements referred to above and in the Fund’s Prospectus.

8. Invest more than 5% of its assets in the obligations of any issuer, except that up to 25% of the value of the Fund’s total assets may be invested, and securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities may be purchased, without regard to any such limitation.

9. Invest more than 25% of its total assets in the securities of issuers in any single industry; provided that there shall be no such limitation on the purchase of Municipal Obligations and, for temporary defensive purposes, obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

10. Invest in securities of other investment companies, except as they may be acquired as part of a merger, consolidation or acquisition of assets.

11. Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid if, in the aggregate, more than 10% of the value of the Fund’s net assets would be so invested.

Notwithstanding investment restrictions numbered 1, 3 and 6, the Fund reserves the right to enter into interest rate futures contracts and municipal bond index futures contracts, and any options that may be offered in respect thereof, subject to the restrictions then in effect of the SEC and the Commodity Futures Trading Commission and to the receipt or taking, as the case may be, of appropriate consents, approvals and other actions from or by those regulatory bodies. In any event, no such contracts or options will be entered into until a general description of the terms thereof are set forth in a subsequent prospectus and statement of additional information, the Registration Statement with respect to which has been filed with the SEC and has become effective.

For purposes of investment restriction number 9, industrial development bonds, where the payment of principal and interest is the ultimate responsibility of companies within the same industry, are grouped together as an “industry.”

* * * *

Dreyfus Tax Exempt Cash Management. It is a fundamental policy that Dreyfus Tax Exempt Cash Management normally invest at least 80% of its net assets (plus any borrowings for investment purposes) in tax exempt Municipal Obligations (or other instruments with similar economic characteristics). In addition, Dreyfus Tax Exempt Cash Management has adopted investment restrictions numbered 1 through 10 as fundamental policies. Investment restrictions

numbered 11 and 12 are not fundamental policies and may be changed by vote of a majority of the Fund’s Board members at any time. Dreyfus Tax Exempt Cash Management may not:

1. Purchase securities other than Municipal Obligations and Taxable Investments as those terms are defined above and in the Fund’s Prospectus.

3. Sell securities short or purchase securities on margin.

4. Underwrite the securities of other issuers, except that the Fund may bid separately or as part of a group for the purchase of Municipal Obligations directly from an issuer for its own portfolio to take advantage of the lower purchase price available.

5. Purchase or sell real estate, real estate investment trust securities, commodities or commodity contracts, or oil and gas interests, but this shall not prevent the Fund from investing in Municipal Obligations secured by real estate or interests therein.

6. Make loans to others, except through the purchase of qualified debt obligations and the entry into repurchase agreements referred to above and in the Fund’s Prospectus.

7. Invest more than 15% of its assets in the obligations of any one bank, or invest more than 5% of its assets in the obligations of any other issuer, except that up to 25% of the value of the Fund’s total assets may be invested, and securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities may be purchased, without regard to any such limitations. Notwithstanding the foregoing, to the extent required by the rules of the SEC, the Fund will not invest more than 5% of its assets in the obligations of any one bank, except that up to 25% of the value of the Fund’s total assets may be invested without regard to such limitation.

8. Invest more than 25% of its total assets in the securities of issuers in any single industry; provided that there shall be no such limitation on the purchase of Municipal Obligations and, for temporary defensive purposes, securities issued by banks and obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

9. Purchase more than 10% of the voting securities of any issuer (this restriction applies only with respect to 75% of the Fund’s assets) or invest in companies for the purpose of exercising control.

10. Invest in securities of other investment companies, except as they may be acquired as part of a merger, consolidation or acquisition of assets.

11. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to the extent necessary to secure permitted borrowings.

Notwithstanding investment restrictions numbered 1, 5 and 11, the Fund reserves the right to enter into interest rate futures contracts, and municipal bond index futures contracts, and any options that may be offered in respect thereof, subject to the restrictions then in effect of the SEC and the Commodity Futures Trading Commission and to the receipt or taking, as the case may be, of appropriate consents, approvals and other actions from or by those regulatory bodies. In any event, no such contracts or options will be entered into until a general description of the terms thereof are set forth in a subsequent prospectus and statement of additional information, the Registration Statement with respect to which has been filed with the SEC and has become effective.

For purposes of investment restriction number 8, industrial development bonds, where the payment of principal and interest is the ultimate responsibility of companies within the same industry, are grouped together as an “industry.”

* * * *

Dreyfus New York Municipal Cash Management. It is a fundamental policy that Dreyfus New York Municipal Cash Management normally invest at least 80% of its net assets (plus any borrowings for investment purposes) in New York Municipal Obligations (or other instruments with similar economic characteristics). In addition, Dreyfus New York Municipal Cash Management has adopted investment restrictions numbered 1 through 9 as fundamental policies. Investment restriction number 10 is not a fundamental policy and may be changed by vote of a majority of the Fund’s Board members at any time. Dreyfus New York Municipal Cash Management may not:

1. Purchase securities other than Municipal Obligations and Taxable Investments as those terms are defined above and in the Fund’s Prospectus.

3. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to secure borrowings for temporary or emergency purposes.

4. Sell securities short or purchase securities on margin.

7. Make loans to others, except through the purchase of qualified debt obligations and the entry into repurchase agreements referred to above and in the Fund’s Prospectus.

8. Invest more than 25% of its total assets in the securities of issuers in any single industry; provided that there shall be no such limitation on the purchase of Municipal Obligations and, for temporary defensive purposes, obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

9. Invest in securities of other investment companies, except as they may be acquired as part of a merger, consolidation or acquisition of assets.

10. Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid if, in the aggregate, more than 10% of the value of the Fund’s net assets would be so invested.

Notwithstanding investment restrictions numbered 1, 3 and 6, the Fund reserves the right to enter into interest rate futures contracts, and municipal bond index futures contracts, and any options that may be offered in respect thereof, subject to the restrictions then in effect of the SEC and the Commodity Futures Trading Commission and to the receipt or taking, as the case may be, of appropriate consents, approvals and other actions from or by those regulatory bodies. In any event, no such contracts or options will be entered into until a general description of the terms thereof are set forth in a subsequent prospectus and statement of additional information, the Registration Statement with respect to which has been filed with the SEC and has become effective.

* * * *

All Funds. If a percentage restriction is adhered to at the time of investment by a Fund, a later increase or decrease in percentage resulting from a change in values or assets will not constitute a violation of that Fund’s restriction.

MANAGEMENT OF THE FUNDS

Each Fund’s Board is responsible for the management and supervision of the Fund, and approves all significant agreements with those companies that furnish services to the Fund. These companies are as follows:

The Dreyfus Corporation		Investment Adviser
Dreyfus Service Corporation		Distributor
Dreyfus Transfer, Inc		Transfer Agent
The Bank of New York		Custodian

Board members of each Fund, together with information as to their positions with the Funds, principal occupations and other board memberships and affiliations, are shown below.

Board Members of the Funds ¹



Name (Age)
Position with the Funds (Since)	Principal Occupation During Past 5 Years	Other Board Memberships and Affiliations

Joseph S. DiMartino (62)	Corporate Director and Trustee	The Muscular Dystrophy Association, Director
Chairman of the Board		Levcor International, Inc., an apparel fabric
(1995)		processor, Director
		Century Business Services, Inc., a provider of
		outsourcing functions for small and medium
		size companies, Director
		The Newark Group, a provider of a national
		market of paper recovery facilities,
		paperboard mills and paperboard converting
		plants, Director
		Sunair Services Corporation, engages in the
		design, manufacture and sale of high
		frequency systems for long-range voice and
		data communications, as well as provides
		certain outdoor-related services to homes and
		businesses, Director

David W. Burke (70)	Corporate Director and Trustee	John F. Kennedy Library Foundation, Director
Board Member		U.S.S. Constitution Museum, Director
(1994)

Isabel Dunst (59)	Partner, Hogan & Hartson	Union of American Hebrew Congregations, a
Board Member		religious organization, Trustee
(1991)

Lyle Gramley (79)	Consulting economist	IndyMac Bank, Inc., Director
Board Member
(1986)

¹ None of the Board members are “interested persons” of the Fund, as defined in the 1940 Act.

Name (Age)
Position with the Funds (Since)	Principal Occupation During Past 5 Years	Other Board Memberships and Affiliations

Warren B. Rudman (75)	Of Counsel to (from January 1993 to	Collins & Aikman Corporation, Director
Board Member	December 31, 2003, Partner in) the law	Allied Waste Corporation, Director
(1993)	firm Paul, Weiss, Rifkind, Wharton &	Raytheon Company, Director
	Garrison, LLP	Boston Scientific, Director

Board members are elected to serve for an indefinite term. Each Fund has standing audit, nominating and compensation committees, each comprised of its Board members who are not “interested persons” of the Fund, as defined in the 1940 Act. The function of the audit committee is (i) to oversee the Fund’s accounting and financial reporting processes and the audits of the Fund’s financial statements and (ii) to assist in the Board’s oversight of the integrity of the Fund’s financial statements, the Fund’s compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications, independence and performance. The Fund’s nominating committee is responsible for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by shareholders. In evaluating potential nominees, including any nominees recommended by shareholders, the committee takes into consideration various factors, listed in the nominating committee charter, including character and integrity, business and professional experience, and whether the committee believes the person has the ability to apply sound and independent business judgment and would act in the interest of the Fund and its shareholders. The nominating committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Fund, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8^th Floor East, New York, New York 10166, which includes information regarding the recommended nominee as specified in the nominating committee charter. The function of the compensation committee is to establish the appropriate compensation for serving on the Board. Each Fund also has a standing evaluation committee comprised of any one Board member. The function of the evaluation committee is to assist in valuing the Fund’s investments. Each Fund’s audit committee met four times during the fiscal year ended January 31, 2006. The evaluation, compensation and nominating committees did not meet during the last fiscal year.

The table below indicates the dollar range of each Board member’s ownership of Fund shares and shares of other funds in the Dreyfus Family of Funds for which he or she is a Board member, in each case as of December 31, 2005.

		Aggregate Holding of Funds in the
Name of Board Member	Shares of any of the Funds	Dreyfus Family of Funds for which Responsible as
		Board Member
Joseph S. DiMartino	None	Over $100,000
David W. Burke	None	Over $100,000

Isabel Dunst	None	$0 - $10,000
Lyle Gramley	None	Over $100,000

Warren B. Rudman

None

Over $100,000

As of December 31, 2005, none of the Board members or their immediate family members owned securities of the Manager, the Distributor or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Manager or Distributor.

Each Fund typically pays its Board members its allocated portion of an annual retainer of $22,000 and a fee of $4,000 per meeting (with a minimum of $500 per meeting and per telephone meeting) attended for the Funds in the Dreyfus Family of Funds, and reimburses them for their expenses. The Chairman of the Board receives an additional 25% of such compensation. Emeritus Board members, if any, are entitled to receive an annual retainer and a per meeting attended fee of one-half the amount paid to them as Board members. The aggregate amounts of compensation payable to each Board member by each Fund for the fiscal year ended January 31, 2006 and by all funds in the Dreyfus Family of Funds for which such person was a Board member (the number of portfolios of such funds is set forth in parenthesis next to each Board member’s total compensation) during the year ended December 31, 2005, was as follows:

		Total Compensation
		from the Funds and Fund
Name of Board	Aggregate Compensation	Complex Paid to Board
Member and Fund	from the Fund (+)(*)	Member (**)


Joseph S. DiMartino		$833,262 (190)

Dreyfus Cash Management	$7,502
Dreyfus Cash Management Plus, Inc.	$7,502
Dreyfus Government Cash Management	$7,502
Funds***
Dreyfus Treasury Cash Management	$7,502
Dreyfus Treasury Prime Cash Management	$7,502
Dreyfus Municipal Cash Management Plus	$7,502
Dreyfus Tax Exempt Cash Management	$7,502
Dreyfus New York Municipal Cash Management	$5,002

David W. Burke		$287,500 (84)

Dreyfus Cash Management	$6,000
Dreyfus Cash Management Plus, Inc.	$6,000
Dreyfus Government Cash Management	$6,000
Funds***
Dreyfus Treasury Cash Management	$6,000
Dreyfus Treasury Prime Cash Management	$6,000
Dreyfus Municipal Cash Management Plus	$6,000
Dreyfus Tax Exempt Cash Management	$6,000
Dreyfus New York Municipal Cash Management	$4,000

Isabel P. Dunst		$ 46,500 (9)

Dreyfus Cash Management	$6,000
Dreyfus Cash Management Plus, Inc.	$6,000
Dreyfus Government Cash Management	$6,000
Funds***
Dreyfus Treasury Cash Management	$6,000
Dreyfus Treasury Prime Cash Management	$6,000
Dreyfus Municipal Cash Management Plus	$6,000
Dreyfus Tax Exempt Cash Management	$6,000
Dreyfus New York Municipal Cash Management	$4,000

Lyle E. Gramley		$ 42,000 (9)

Dreyfus Cash Management	$6,000
Dreyfus Cash Management Plus, Inc.	$6,000
Dreyfus Government Cash Management	$6,000
Funds***
Dreyfus Treasury Cash Management	$6,000
Dreyfus Treasury Prime Cash Management	$6,000
Dreyfus Municipal Cash Management Plus	$6,000
Dreyfus Tax Exempt Cash Management	$6,000
Dreyfus New York Municipal Cash Management	$4,000

Warren B. Rudman		$ 88,500 (20)


Dreyfus Cash Management	$5,500
Dreyfus Cash Management Plus, Inc.	$5,500
Dreyfus Government Cash Management	$5,500
Funds***
Dreyfus Treasury Cash Management	$5,500
Dreyfus Treasury Prime Cash Management	$5,500
Dreyfus Municipal Cash Management Plus	$5,500
Dreyfus Tax Exempt Cash Management	$5,500

Dreyfus New York Municipal Cash Management	$3,500

(+) The aggregate compensation payable to each Board member by each Fund was paid by the Manager. See

“Management Arrangements.”

(*) Amount does not include the cost of office space, secretarial services and health benefits for the Chairman

expenses reimbursed to Board Members for attending Board meetings, which amounted in the aggregate to

$20,952.42.

(**) Represents the number of separate portfolios comprising the investment companies of the Fund complex,

including the Funds, for which the Board member serves.

(***)	Includes Dreyfus Government Cash Management and Dreyfus Government Prime Cash Management.

Officers of the Funds

STEPHEN E. CANTER, President since March 2000. Chairman of the Board and Chief Executive Officer of the Manager, and an officer of 90 investment companies (comprised of 185 portfolios) managed by the Manager. Mr. Canter also is a Board member and, where applicable, an Executive Committee Member of the other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of the Manager. He is 60 years old and has been an employee of the Manager since May 1995.

STEPHEN R. BYERS, Executive Vice President since November 2002. Chief Investment Officer, Vice Chairman and a director of the Manager, and an officer of 90 investment companies (comprised of 185 portfolios) managed by the Manager. Mr. Byers also is an officer, director or an Executive Committee Member of certain other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of the Manager. He is 52 years old and has been an employee of the Manager since January 2000.

CHARLES CARDONA, Executive Vice President since March 2000. Vice Chairman and a Director of the Manager, Executive Vice President of the Distributor, President of Dreyfus Institutional Services Division, and an officer of 12 other investment companies (comprised of 16 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since February 1981.

MARK N. JACOBS, Vice President since March 2000. Executive Vice President, Secretary and General Counsel of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 60 years old and has been an employee of the Manager since June 1977.

JAMES WINDELS, Treasurer since November 2001. Director-Mutual Fund Accounting of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since April 1985.

MICHAEL A. ROSENBERG, Vice President and Secretary since August 2005. Associate General Counsel of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 46 years old and has been an employee of the Manager since October 1991.

JAMES BITETTO, Vice President and Assistant Secretary since August 2005. Assistant General Counsel and Assistant Secretary of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 39 years old and has been an employee of the Manager since December 1996.

JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005. Associate General Counsel of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. She is 50 years old and has been an employee of the Manager since October 1988.

JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005. Assistant General Counsel of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since June 2000.

JANETTE E. FARRAGHER, Vice President and Assistant Secretary since August 2005. Associate General Counsel of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. She is 43 years old and has been an employee of the Manager since February 1984.

JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005. Associate General Counsel of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 42 years old and has been an employee of the Manager since February 1991.

ROBERT R. MULLERY, Vice President and Assistant Secretary since August 2005. Associate General Counsel of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 54 years old and has been an employee of the Manager since May 1986.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005. Associate General Counsel of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 40 years old and has been an employee of the Manager since October 1990.

ERIK D. NAVILOFF, Assistant Treasurer since August 2005. Senior Accounting Manager – Taxable Fixed Income Funds of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 37 years old and has been an employee of the Manager since November 1992.

GAVIN C. REILLY, Assistant Treasurer since August 2005. Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 37 years old and has been an employee of the Manager since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2003. Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 42 years old and has been an employee of the Manager since October 1988.

ROBERT SVAGNA, Assistant Treasurer since August 2005. Senior Accounting Manager – Equity Funds of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 39 years old and has been an employee of the Manager since November 1990.

WILLIAM GERMENIS, Anti-Money Laundering Compliance Officer since September 2002. Vice President and Anti-Money Laundering Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 87 investment companies (comprised of 197 portfolios) managed by the Manager. He is 35 years old and has been an employee of the Distributor since October 1998.

JOSEPH W. CONNOLLY, Chief Compliance Officer since September 2004. Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (91 investment companies, comprised of 201 portfolios). From November 2001 through March 2004, Mr. Connolly was first Vice-President, Mutual Fund Servicing for Mellon Global Securities Services. In that capacity, Mr. Connolly was responsible for managing Mellon’s Custody, Fund Accounting and Fund Administration services to third-party mutual fund clients. He is 48 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

The address of each Board member and officer of the Funds is 200 Park Avenue, New York, New York 10166.

Board members and officers, as a group, owned less than 1% of each Fund’s shares outstanding on May 5, 2006.

Set forth in “Appendix D” to this Statement of Additional Information are the shareholders known by each Fund (as indicated) to own of record 5% or more of the Fund’s Institutional Shares, Administrative Shares, Investor Shares or Participant Shares outstanding on May 5, 2006. A shareholder who beneficially owns, directly or indirectly, more than 25% of the Fund’s voting securities may be deemed a “control person” (as defined in the 1940 Act) of the Fund.

MANAGEMENT ARRANGEMENTS

Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon Financial Corporation (“Mellon”). Mellon is a global financial company incorporated under Pennsylvania law in 1971 and registered under the Federal Bank Holding Company Act of 1956, as amended. Mellon provides a comprehensive range of financial products and services in domestic and selected international markets.

The Manager provides management services pursuant to separate Management Agreements (respectively, the “Agreement”) between the Manager and each Fund. As to each Fund, the Agreement is subject to annual approval by (i) such Fund’s Board or (ii) vote of a majority (as defined in the 1940 Act) of such Fund’s outstanding voting securities of the Fund, provided that in either event the continuance also is approved by a majority of the Fund’s Board members who are not “interested persons” (as defined in the 1940 Act) of the Fund or the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval. As to each Fund, the Agreement is terminable without penalty, on not more than 60 days’ notice, by the Fund’s Board or by vote of the holders of a majority of such Fund’s shares, or, on not less

than 90 days’ notice, by the Manager. Each Agreement will terminate automatically, as to the relevant Fund, in the event of its assignment (as defined in the 1940 Act).

The following persons are officers and/or directors of the Manager: Stephen E. Canter, Chair of the Board and Chief Executive Officer; Thomas F. Eggers, President, Chief Operating Officer and a director; Jonathan Baum, Vice Chair-Distribution; Stephen R. Byers, Chief Investment Officer, Vice Chair and a director; J. Charles Cardona, Vice Chair and a director; Diane P. Durnin, Vice Chair and a director; J. David Officer, Vice Chair and a director; Mark N. Jacobs, Executive Vice President, General Counsel and Secretary; Patrice M. Kozlowski, Senior Vice President-Corporate Communications; Lisa A. Fox, Vice President-Human Resources; Anthony Mayo, Vice President-Information Systems; Theodore A Schachar, Vice President-Tax; Alex G. Sciulli, Vice President; Wendy H. Strutt, Vice President; Gary Pierce, Controller; Joseph W. Connolly, Chief Compliance Officer; James Bitetto, Assistant Secretary; and Steven G. Elliott, Robert P. Kelly, David F. Lamere, and Ronald P. O’Hanley III, directors.

The Manager manages each Fund’s portfolio of investments in accordance with the stated policies of the Fund, subject to the approval of the Fund’s Board. The Manager is responsible for investment decisions, and provides each Fund with portfolio managers who are authorized by the Board to execute purchases and sales of securities. The portfolio managers of the Taxable Funds are Bernard Kiernan, Patricia A. Larkin, James O’Connor and Thomas Riordan. The portfolio managers of the Tax Exempt Funds are Joseph P. Darcy, Paul A. Disdier, Douglas J. Gaylor, Joseph Irace, Colleen Meehan, W. Michael Petty, Scott Sprauer, James Welch and Monica S. Wieboldt. The Manager also maintains a research department with a professional staff of portfolio managers and securities analysts who provide research services for each Fund and for other funds advised by the Manager.

The Manager’s Code of Ethics subjects its employees’ personal securities transactions to various restrictions to ensure that such trading does not disadvantage any fund advised by the Manager. In that regard, portfolio managers and other investment personnel of the Manager must preclear and report their personal securities transactions and holdings, which are reviewed for compliance with the Code of Ethics and are also subject to the oversight of Mellon’s Investment Ethics Committee (the “Committee”). Portfolio managers and other investment personnel of the Manager who comply with the preclearance and disclosure procedures of the Code of Ethics and the requirements of the Committee may be permitted to purchase, sell or hold securities which also may be or are held in fund(s) they manage or for which they otherwise provide investment advice.

The Manager maintains office facilities on behalf of each Fund, and furnishes statistical and research data, clerical help, accounting, data processing, bookkeeping and internal auditing and certain other required services to the Funds. The Manager may pay the Distributor for shareholder services from the Manager’s own assets, including past profits but not including the management fee paid by the Funds. The Distributor may use part or all of such payments to pay certain financial institutions (which may include banks), securities dealers and other industry professionals (collectively, “Service Agents”) in respect of these services. The Manager also may make such advertising and promotional expenditures, using its own resources, as it from time to time deems appropriate.

Expenses. All expenses incurred in the operation of a Fund are borne by the Fund, except to the extent specifically assumed by the Manager as described below. The expenses borne by each Fund include, without limitation, the following: taxes, interest, loan commitment fees, interest and distributions paid on securities sold short, brokerage fees and commissions, if any, fees of Board members who are not officers, directors or employees or holders of 5% or more of the outstanding voting securities of the Manager, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents’ fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining the Fund’s existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders, costs of shareholders’ reports and meetings, and any extraordinary expenses. Each Fund bears certain expenses with respect to its Administrative Shares, Investor Shares and Participant Shares in accordance with separate written plans and also bears certain costs associated with implementing and operating such plans. See “Service Plans.”

As compensation for the Manager’s services under the Agreement, each Fund has agreed to pay the Manager a monthly management fee at the annual rate of 0.20% of the value of such Fund’s average daily net assets. All fees and expenses are accrued daily and deducted before declaration of dividends to investors. Set forth below are the total amounts paid by each Fund to the Manager for each Fund’s last three fiscal years ended January 31, 2004, 2005 and 2006:

		Fiscal Year Ended January 31,
	2006	2005		2004

Dreyfus Cash Management	$25,000,391	$23,795,082	$26,101,795
Dreyfus Cash Management Plus	$18,334,115	$26,647,138	$47,283,226
Dreyfus Government Cash	$9,611,055	$14,687,961	$19,962,684
Management
Dreyfus Government Prime Cash Management	$2,498,766	$ 2,208,960	$	1,973,964
Dreyfus Municipal Cash Management Plus	$1,837,784	$ 1,500,277	$	1,059,265
Dreyfus New York Municipal Cash	$891,943	$ 757,910	$	809,667
Management
Dreyfus Tax Exempt Cash	$6,148,104	$ 5,458,995	$	5,002,477
Management

		Fiscal Year Ended January 31,
	2006	2005		2004

Dreyfus Treasury Cash Management	$9,305,305	$ 9,347,183	$	9,862,196
Dreyfus Treasury Prime Cash Management	$4,782,632	$ 5,276,659	$	7,770,445

As to each Fund, the Manager has agreed that the Manager, and not the Fund, will be liable for all expenses of the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the prior written consent of the necessary state securities commissions) extraordinary expenses) other than the following expenses, which will be borne by the Fund: (i) the management fee payable monthly at the annual rate of 0.20% of the value of the Fund’s average daily net assets and (ii) as to Administrative Shares, Investor Shares and Participant Shares, payments made pursuant to the Fund’s Service Plan with respect to each such class of shares at the annual rate set forth in the Service Plan. See “Service Plans.” The Manager may terminate this agreement upon at least 90 days’ prior notice to investors, but has committed not to do so at least through May 31, 2007.

In addition, each Agreement provides that if in any fiscal year the aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on borrowings and (with the prior written consent of the necessary state securities commissions) extraordinary expenses, but including the management fee, exceed 1-1/2% of the value of the Fund’s average net assets for the fiscal year, the Fund may deduct from the payment to be made to the Manager under the Agreement, or the Manager will bear, such excess expense. Such deduction or payment, if any, will be estimated on a daily basis, and reconciled and effected or paid, as the case may be, on a monthly basis.

The aggregate of the fees payable to the Manager is not subject to reduction as the value of the Fund’s net assets increases.

Distributor. The Distributor, a wholly-owned subsidiary of the Manager, located at 200 Park Avenue, New York, New York 10166, serves as each Fund’s distributor on a best efforts basis pursuant to an agreement with the Fund which is renewable annually.

The Manager or the Distributor may provide cash payments out of its own resources to financial intermediaries that sell shares of the Funds or provide other services. Such payments are in addition to any Rule 12b-1 fees or other expenses paid by the Funds. These additional payments may be made to certain Service Agents, including affiliates that provide shareholder servicing, sub-administration, recordkeeping and/or sub-transfer agency services, marketing support and/or access to sales meetings, sales representatives and management representatives of the Service Agent. Cash compensation also may be paid to Service Agents for inclusion of the Funds on a sales list, including a preferred or select sales list or in other sales programs. These payments sometimes are referred to as “revenue sharing”. In some cases, these payments may create an incentive for a Service Agent to recommend or sell shares of the Fund to you. Please contact your Service Agent for details about any payments it may receive in connection with the sale of Fund shares or the provision of services to the Funds.

From time to time, the Manager or the Distributor also may provide cash or non-cash compensation to Service Agents in the form of: occasional gifts; occasional meals, tickets or other entertainment; support for due diligence trips; educational conference sponsorship; support for recognition programs; and other forms of cash or non-cash compensation permissible under broker-dealer regulations, as periodically amended.

Transfer and Dividend Disbursing Agent and Custodian. Dreyfus Transfer, Inc. (the “Transfer Agent”), a wholly-owned subsidiary of the Manager, 200 Park Avenue, New York, New York 10166, is each Fund’s transfer and dividend disbursing agent. Under a separate transfer agency agreement with each Fund, the Transfer Agent arranges for the maintenance of shareholder account records for the Fund, the handling of certain communications between shareholders and the Fund and the payment of dividends and distributions payable by the Fund. For these services, the Transfer Agent receives a monthly fee from each Fund computed on the basis of the number of shareholder accounts it maintains for the Fund during the month, and is reimbursed for certain out-of-pocket expenses.

The Bank of New York (the “Custodian”), One Wall Street, New York, New York 10286, is each Fund’s custodian. The Custodian has no part in determining the investment policies of the Funds or which securities are to be purchased or sold by a Fund. Under a separate custody agreement with each Fund, the Custodian holds the Fund’s securities and keeps all necessary accounts and records. For its custody services, the Custodian receives a monthly fee from each Fund based on the market value of the Fund’s assets held in custody and receives certain securities transactions charges.

HOW TO BUY SHARES

Each Fund offers four classes of shares--Institutional Shares, Administrative Shares, Investor Shares and Participant Shares. The classes are identical, except as to the services offered to each class and the expenses borne by each class which may affect performance. See “Service Plans.”

The Funds are designed for institutional investors, particularly banks, acting for themselves or in a fiduciary, advisory, agency, custodial or similar capacity. Generally, an investor may 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. Institutions purchasing Fund shares have agreed to transmit copies of the Fund’s Prospectus and all relevant Fund materials, including proxy materials, to each individual or entity for whose account the shares were purchased, to the extent required by law.

The minimum initial investment is $10,000,000, unless: (a) the investor has invested at least $10,000,000 in the aggregate among any class of shares of any Fund, Dreyfus Institutional Cash Advantage Fund or Dreyfus Institutional Cash Advantage Plus Fund; or (b) the investor has, in the opinion of Dreyfus Investments Division, adequate intent and availability of funds to reach a future level of investment of $10,000,000 among any class of shares of the funds identified above. There is no minimum for subsequent purchases. The initial investment must be accompanied by the Account Application. Share certificates are issued only upon the investor’s written request. No certificates are issued for fractional shares. Each Fund reserves the right to reject any purchase order.

Management understands that some Service Agents and other institutions may charge their clients fees in connection with purchases for the accounts of their clients. Service Agents may receive different levels of compensation for selling different classes of shares. As discussed under “Management Arrangements-Distributor,” Service Agents may receive revenue sharing payments from the Manager or the Distributor. The receipt of such payments could create an incentive for a Service Agent to recommend or sell shares of a Fund instead of other mutual funds where such payments are not received. Please contact your Service Agent for details about any payments it may receive in connection with the sale of Fund shares or the provision of services to the Funds.

Fund shares may be purchased by wire, by telephone or through a compatible automated interface or trading system. All payments should be made in U.S. dollars and, to avoid fees and delays, should be drawn only on U.S. banks. To place an order by telephone or to determine whether their automated facilities are compatible with those of the Funds, investors should call Dreyfus Institutional Services at one of the telephone numbers listed on the cover.

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 Custodian or other authorized entity to receive orders on behalf of the Fund. 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. Net asset value per share of each class of shares is computed by dividing the value of the Fund’s net assets represented by such class (i.e., the value of its assets less liabilities) by the total number of shares of such class outstanding. See “Determination of Net Asset Value.”

Taxable Funds--Each of these Funds’ net asset value per share is determined three times daily: (i) as of 12:00 Noon, Eastern time, (ii) as of 5:00 p.m., Eastern time, and (iii) as of 8:00 p.m., Eastern time, on each day the New York Stock Exchange or, as to Dreyfus Cash Management and Dreyfus Cash Management Plus only, the New York Stock Exchange or the Transfer Agent, is open for regular business.

As to each Taxable Fund, except Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime Cash Management, orders placed with Dreyfus Investments Division prior to 5:00 p.m., Eastern time, and payments for which are received in or converted into Federal Funds by the Custodian by 6:00 p.m., Eastern time, also will become effective at the price next determined after the order is effective on that day. Shares so purchased will receive the dividend declared on that day.

As to Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime Cash Management only, orders placed with Dreyfus Investments Division in New York prior to 3:00 p.m., Eastern time, and payments for which are received in or converted into Federal Funds by the Custodian by 6:00 p.m., Eastern time, also will become effective at the price next determined after the order is effective on that day. Shares so purchased will receive the dividend declared on that day. Orders for shares placed between 3:00 p.m. and 5:00 p.m., Eastern time, will not be accepted and executed, and notice of the purchase order being rejected will be given to the institution placing the order and any funds received will be returned promptly to the sending institution.

Orders effected through a compatible computer facility after 5:00 p.m., Eastern time, but prior to 8:00 p.m., Eastern time, will become effective at the price determined at 8:00 p.m., Eastern time, on that day, if Federal Funds are received by the Custodian by 11:00 a.m., Eastern time, on the following business day. Shares so purchased will begin to accrue dividends on the business day following the date the order became effective. Orders in proper form effected between 5:00 p.m. and 8:00 p.m., Eastern time, by a means other than a compatible computer facility will become effective on the following business day.

Tax Exempt Funds-- The net asset value per share of Dreyfus Tax Exempt Cash

Management and Dreyfus New York Municipal Cash Management is determined twice daily: (i) as of 1:00 p.m. , Eastern time, and (ii) as of 8:00 p.m., Eastern time, on each day the New York Stock Exchange is open for regular business. The net asset value per share of Dreyfus Municipal Cash Management Plus is determined twice daily: (i) as of 2:00 p.m., Eastern time, and (ii) as of 8:00 p.m., Eastern time, on each day the New York Stock Exchange is open for regular business.

As to Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash Management, investors whose orders in proper form are placed with, and payments for which are received in or converted into Federal Funds by, the Custodian by 1:00 p.m., Eastern time, will be effective at the price determined at 1:00 p.m., Eastern time, on that day. As to Dreyfus

Municipal Cash Management Plus, investors whose orders in proper form are placed with, and payments for which are received in or converted into Federal Funds by, the Custodian by 2:00 p.m., Eastern time, will be effective at the price determined at 2:00 p.m., Eastern time, on that day. Shares of the respective Fund so purchased will receive the dividend declared on that day.

Orders effected through a compatible computer facility after 1:00 p.m., Eastern time (or, as to Dreyfus Municipal Cash Management Plus, 2:00 p.m., Eastern time), but prior to 8:00 p.m., Eastern time, will become effective at the price determined at 8:00 p.m., Eastern time, on that day, if Federal Funds are received by the Custodian by 11:00 a.m., Eastern time, on the following business day. Shares so purchased will begin to accrue dividends on the business day

following the date the order became effective. Orders in proper form effected between 1:00 p.m. Eastern time, (or, as to Dreyfus Municipal Cash Management Plus, 2:00 p.m., Eastern time) and 8:00 p.m., Eastern time, by a means other than a compatible computer facility will become effective on the following business day.

Using Federal Funds. 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 Service Agent and an order to purchase Fund shares is paid for other than in Federal Funds, the Service Agent, 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 Custodian.

SERVICE PLANS
(ADMINISTRATIVE SHARES, INVESTOR SHARES AND
PARTICIPANT SHARES ONLY)

Rule 12b-1 (the “Rule”) adopted by the SEC under the 1940 Act, provides, among other things, that an investment company may bear expenses of distributing its shares only pursuant to a plan adopted in accordance with the Rule. The Board of each Fund has adopted a separate plan (the “Service Plan”) with respect to the Fund’s Administrative Shares, Investor Shares and Participant Shares pursuant to which the Fund pays the Distributor for distributing such classes of shares, for advertising and marketing and for providing certain services to shareholders of the respective class of shares. These services include answering shareholder inquiries regarding the Fund and providing reports and other information, and services related to the maintenance of shareholders accounts (“Servicing”). Under the Service Plan, as to each relevant class, the Distributor may make payments to Service Agents in respect to these services. Generally, the Service Agent will provide holders of Administrative, Investor or Participant Shares a consolidated statement. The Service Agent generally also will provide the holders of Investor or Participant Shares checkwriting privileges and, in the case of Participant Shares, automated teller machine access, and bill paying services. The amount paid under the Service Plan for Servicing is intended to be a “service fee” as defined under the Conduct Rules of the National Association of Securities Dealers, Inc. (the “NASD”), and at no time will such amount exceed the maximum amount permitted to be paid under the NASD Conduct Rules as a service fee. The fees payable under the Service Plan are payable without regard to actual expenses incurred. The Board believes that there is a reasonable likelihood that each Fund’s Service Plan will benefit such Fund and the holders of its Administrative Shares, Investor Shares and Participant Shares.

A quarterly report of the amounts expended under each Service Plan, and the purposes for which such expenditures were incurred, must be made to the respective Board for its review. In addition, each Service Plan provides that it may not be amended to increase materially the costs which holders of Administrative Shares, Investor Shares, or Participant Shares may bear pursuant to the Service Plan without the approval of the holders of such class of shares and that other material amendments of the Service Plan must be approved by the Board, and by the Board members who are not “interested persons” (as defined in the 1940 Act) of the Fund and

have no direct or indirect financial interest in the operation of the Service Plan or in any agreements entered into in connection with the Service Plan, by vote cast in person at a meeting called for the purpose of considering such amendments. Each Service Plan is subject to annual approval by such vote of its Board members cast in person at a meeting called for the purpose of voting on the Service Plan. Each Service Plan may be terminated at any time as to a class of shares by vote of a majority of the Board members who are not “interested persons” and have no direct or indirect financial interest in the operation of the Service Plan or in any agreements entered into in connection with the Service Plan or by vote of the holders of a majority of such class of shares.

Set forth below are the total amounts paid by each Fund pursuant to its Service Plan during the fiscal year ended January 31, 2006 to the Distributor, for distributing, advertising and marketing and for Servicing such classes of shares.

		Total Amount
Name of Fund		Paid Pursuant to
and Share Class		Service Plan

Dreyfus Cash
Management
Administrative Shares		$270,534
Investor Shares		$2,935,854
Participant Shares		$861,865

Dreyfus Cash
Management Plus
Administrative Shares		$598,988
Investor Shares		$2,957,860
Participant Shares		$1,856,155

Dreyfus Government
Cash Management
Administrative Shares		$232,422
Investor Shares		$2,698,879
Participant Shares		$1,092,870

Dreyfus Government
Prime Cash
Management
Administrative Shares		$176,701
Investor Shares		$567,003
Participant Shares		$929,714

Dreyfus Municipal
Cash Management
Plus

		Total Amount
Name of Fund		Paid Pursuant to
and Share Class		Service Plan

Administrative Shares		$138,478
Investor Shares		$352,607
Participant Shares		$100,955

Dreyfus New York
Municipal Cash
Management
Administrative Shares		$4,484
Investor Shares		$227,295
Participant Shares		$21,786

Dreyfus Tax Exempt
Cash Management
Administrative Shares		$159,129
Investor Shares		$575,866
Participant Shares		$153,160


Dreyfus Treasury
Cash Management
Administrative Shares		$73,638
Investor Shares		$3,418,873
Participant Shares		$848,408

Dreyfus Treasury
Prime Cash
Management
Administrative Shares		$28,107
Investor Shares		$1,719,275
Participant Shares		$613,580

SHAREHOLDER SERVICES PLANS
(INSTITUTIONAL SHARES ONLY)

Each Fund, as to its Institutional Shares only, has adopted a separate Shareholder Services Plan (the “Plan”) pursuant to which the Fund has agreed to reimburse the Distributor an amount not to exceed the annual rate of 0.25% of the value of the Fund’s average daily net assets attributable to Institutional Shares for certain allocated expenses of providing personal services and/or maintaining shareholder accounts. The services provided to holders of Institutional Shares may include personal services relating to shareholder accounts, such as answering

shareholder inquiries regarding the Fund and providing reports and other information, and services related to the maintenance of shareholder accounts.

A quarterly report of the amounts expended under each Plan and the purposes for which such expenditures were incurred, must be made to the respective Board for its review. In addition, each Plan provides that material amendments of the Plan must be approved by the Fund’s Board, and by the Board members who are not “interested persons” (as defined in the 1940 Act) of the Fund or the Manager and have no direct or indirect financial interest in the operation of the Plan, by vote cast in person at a meeting called for the purpose of considering such amendments. Each Plan is subject to annual approval by such vote of the Board members of such Fund cast in person at a meeting called for the purpose of voting on the Plan. Each Plan is terminable at any time by vote of a majority of the Board members who are not “interested persons” and have no direct or indirect financial interest in the operation of the Plan.

The total amounts payable by each Fund pursuant to its Plan with respect to Institutional Shares for its most recent fiscal year were borne by the Manager pursuant to an agreement in effect. See “Management Arrangements.”

HOW TO REDEEM SHARES

General. Each Fund ordinarily will make payment for shares redeemed within seven days after receipt by Dreyfus Investments Division or other authorized entity of a redemption request in proper form, except as provided by the rules of the SEC.

Taxable Funds--If a redemption request is received in proper form, the shares will be priced at the next determined net asset value, and if received by the Transfer Agent or authorized entity by 5:00 p.m., Eastern time, the proceeds of the redemption, if transfer by wire is requested, ordinarily will be transmitted in Federal Funds on the same day and the shares will not receive the dividend declared on that day. A redemption request received in proper form after 5:00 p.m., Eastern time, but prior to 8:00 p.m., Eastern time, will be effective on that day, the shares will receive the dividend declared on that day, and the proceeds of redemption, if wire transfer is requested, ordinarily will be transmitted in Federal Funds on the next business day. A redemption request in proper form effected between 5:00 p.m. and 8:00 p.m., Eastern time, by a means other than a compatible computer facility will not be effective until the following business day.

Tax Exempt Funds--If a redemption request is received in proper form, the shares will be priced at the next determined net asset value, and if received by the Transfer Agent or other authorized entity by 1:00 p.m., Eastern time (or, as to Dreyfus Municipal Cash Management Plus, by 2:00 p.m., Eastern time), the proceeds of the redemption, if transfer by wire is requested, ordinarily will be transmitted in Federal Funds on the same day and the shares will not receive the dividend declared on that day. A redemption request received in proper form after 1:00 p.m., Eastern time, (or, as to Dreyfus Municipal Cash Management Plus, after 2:00 p.m., Eastern time), but prior to 8:00 p.m., Eastern time, will be effective on that day, the shares will receive the dividend declared on that day, and the proceeds of redemption, if wire transfer is requested, ordinarily will be transmitted in Federal Funds on the next business day. A redemption request

in proper form effected between 1:00 p.m., Eastern time, (or, as to Dreyfus Municipal Cash Management Plus, 2:00 p.m., Eastern time) and 8:00 p.m., Eastern time, by a means other than a compatible computer facility will not be effective until the following business day.

Redemption by Telephone. By using this procedure, the investor authorizes the Transfer Agent to act on 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. Redemption proceeds will be transferred by Federal Reserve wire only to a bank that is a member of the Federal Reserve System.

Redemption Commitment. Each Fund has committed to pay in cash all redemption requests by any shareholder of record, limited in amount during any 90-day period to the lesser of $250,000 or 1% of the value of the Fund’s net assets at the beginning of such period. Such commitment is irrevocable without the prior approval of the SEC. In the case of requests for redemption in excess of such amount, the Board reserves the right to make payments in whole or in part in securities or other assets of the Fund in case of an emergency or any time a cash distribution would impair the liquidity of the Fund to the detriment of the existing shareholders. In such event, the securities would be valued in the same manner as the Fund’s portfolio is valued. If the recipient sells such securities, brokerage charges might be incurred.

Suspension of Redemptions. The right of redemption may be suspended or the date of payment postponed with respect to any Fund (a) during any period when the New York Stock Exchange is closed (other than customary weekend and holiday closings), (b) when trading in the markets the Fund ordinarily utilizes is restricted, or when an emergency exists as determined by the SEC 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 SEC by order may permit to protect the Fund’s investors.

DETERMINATION OF NET ASSET VALUE

Amortized Cost Pricing. The valuation of each Fund’s portfolio securities is based upon their amortized cost which does not take into account unrealized capital gains or losses. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price the Fund would receive if it sold the instrument.

Each Fund’s Board has established, as a particular responsibility within the overall duty of care owed to the Fund’s investors, procedures reasonably designed to stabilize the Fund’s price per share as computed for the purpose of purchases and redemptions at $1.00. Such procedures include review of the Fund’s portfolio holdings by the Fund’s Board, at such intervals as it deems appropriate, to determine whether the Fund’s net asset value calculated by using available market quotations or market equivalents deviates from $1.00 per share based on amortized cost. In such review, investments for which market quotations are readily available

will be valued at the most recent bid price or yield equivalent for such securities or for securities of comparable maturity, quality and type, as obtained from one or more of the major market makers for the securities to be valued. Other investments and assets, to the extent a Fund is permitted to invest in such instruments, will be valued at fair value as determined in good faith by the Fund’s Board. With respect to the Tax Exempt Funds, market quotations and market equivalents used in the Board’s review are obtained from an independent pricing service (the “Service”) approved by the Board. The Service values these Funds’ investments based on methods which include consideration of: yields or prices of Municipal Obligations of comparable quality, coupon, maturity and type; indications of values from dealers; and general market conditions. The Service also may employ electronic data processing techniques and/or a matrix system to determine valuations.

The extent of any deviation between the Fund’s net asset value per share based upon available market quotations or market equivalents and $1.00 per share based on amortized cost will be examined by the Fund’s Board. If such deviation exceeds 1/2%, the Fund’s Board will consider promptly what action, if any, will be initiated. In the event the Fund’s Board determines that a deviation exists which may result in material dilution or other unfair results to investors or existing shareholders, it has agreed to take such corrective action as it regards as necessary and appropriate including: selling portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity; withholding dividends or paying distributions from capital or capital gains; redeeming shares in kind; or establishing a net asset value per share by using available market quotations or market equivalents.

New York Stock Exchange and Transfer Agent Closings. The holidays (as observed) on which both the New York Stock Exchange and the Transfer Agent are closed currently are: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. The New York Stock Exchange also is closed on Good Friday.

SHAREHOLDER SERVICES

Fund Exchanges. Shares of one class of a Fund may be exchanged for shares of the same class of another Fund or of Dreyfus Institutional Cash Advantage Fund or Dreyfus Institutional Cash Advantage Plus Fund. To request an exchange, exchange instructions must be given in writing or by telephone. By using the Telephone Exchange Privilege, the investor authorizes the Transfer Agent to act on exchange instructions from any person representing himself or herself to be an authorized representative of the investor and reasonably believed by the Transfer Agent to be genuine. Telephone exchanges may be subject to limitations as to the amount involved or the number of telephone exchanges permitted. Shares will be exchanged at the net asset value next determined after receipt of an exchange request in proper form. Shares in certificate form are not eligible for telephone exchange.

An investor who wishes to redeem shares of one class of shares and purchase shares of another class of shares of a fund identified above should contact Dreyfus Investments Division by calling one of the telephone numbers listed on the cover page of this Statement of Additional

Information, and should obtain a prospectus for the relevant share class which the investor wishes to purchase.

No fees currently are charged shareholders directly in connection with exchanges, although each Fund reserves the right, upon not less than 60 days’ written notice, to charge shareholders a nominal administrative fee in accordance with rules promulgated by the SEC.

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

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

Management believes that each Fund has qualified for treatment as a “regulated investment company” under the Code for the fiscal year ended January 31, 2006. Each Fund intends to continue to so qualify if such qualification is in the best interests of its shareholders. As a regulated investment company, the Fund will pay no Federal income tax on net investment income and net realized capital gains to the extent that such income and gains are distributed to shareholders in accordance with applicable provisions of the Code. To qualify as a regulated investment company, the Fund must pay out to its shareholders at least 90% of its net income (consisting of net investment income from tax exempt obligations and taxable obligations, if any, and net short-term capital gains), and must meet certain asset diversification and other requirements. If the Fund does not qualify as a regulated investment company, it will be treated for tax purposes as an ordinary corporation subject to Federal income tax. The term “regulated investment company” does not imply the supervision of management or investment practices or policies by any government agency.

Ordinarily, gains and losses realized from portfolio transactions will be treated as capital gain or loss. However, all or a portion of any gains realized from the sale or other disposition of certain market discount bonds will be treated as ordinary income.

Many states grant tax-free status to dividends paid to shareholders of mutual funds from interest income earned by a fund from direct obligations of the U.S. Government, subject in some states to minimum investment requirements that must be met by the fund. Investments in securities issued by the Government National Mortgage Association or Fannie Mae, bankers’ acceptances, commercial paper and repurchase agreements collateralized by U.S. Government securities do not generally qualify for tax-free treatment. At the end of each calendar year, as applicable, investors will be provided with the percentage of any dividends paid that may qualify for such tax-free treatment. Investors should then consult with their tax advisers with respect to the application of state and local laws to these distributions.

PORTFOLIO TRANSACTIONS

General. The Manager assumes general supervision over the placement of securities purchase and sale orders on behalf of the funds it manages. In cases where the Manager or fund employs a sub-adviser, the sub-adviser, under the supervision of the Manager, places orders on behalf of the applicable fund(s) for the purchase and sale of portfolio securities.

Certain funds are managed by dual employees of the Manager and an affiliated entity in the Mellon organization. Funds managed by dual employees use the research and trading facilities, and are subject to the internal policies and procedures, of the affiliated entity. In this regard, the Manager places orders on behalf of those funds for the purchase and sale of securities through the trading desk of the affiliated entity, applying the written trade allocation procedures of such affiliate.

The Manager (and where applicable, a sub-adviser or Dreyfus affiliate) generally has the authority to select brokers (for equity securities) or dealers (for fixed income securities) and the commission rates or spreads to be paid. Allocation of brokerage transactions, including their frequency, is made in the best judgment of the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) and in a manner deemed fair and reasonable to shareholders. The primary consideration in placing portfolio transactions is prompt execution of orders at the most favorable net price. In choosing brokers or dealers, the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) evaluates the ability of the broker or dealer to execute the particular transaction (taking into account the market for the security and the size of the order) at the best combination of price and quality of execution.

In general, brokers or dealers involved in the execution of portfolio transactions on behalf of a fund are selected on the basis of their professional capability and the value and quality of their services. The Manager (and where applicable, a sub-adviser or Dreyfus affiliate) attempts to obtain best execution for the fund by choosing brokers or dealers to execute transactions based on a variety of factors, which may include, but are not limited to, the following: (i) price; (ii) the availability of natural liquidity; (iii) the nature and character of the relevant market for the security to be purchased or sold; (iv) the measured quality and efficiency of the broker’s or dealer’s execution; (v) the broker’s or dealer’s willingness to commit capital; (vi) the reliability of the broker or dealer in trade settlement and clearance; (vii) the level of counter-party risk (i.e., the broker’s or dealer’s financial condition); (viii) the commission rate or the spread; (ix) the

value of research provided; (x) the availability of electronic trade entry and reporting links; and (xi) the size and type of order (e.g., foreign or domestic security, large block, illiquid security). In selecting brokers or dealers no factor is necessarily determinative; however, at various times and for various reasons, certain factors will be more important than others in determining which broker or dealer to use. Seeking to obtain best execution for all trades takes precedence over all other considerations.

With respect to the receipt of research, the brokers or dealers selected may include those that supplement the Manager’s (and where applicable, a sub-adviser’s or Dreyfus affiliate’s) research facilities with statistical data, investment information, economic facts and opinions. Such information may be useful to the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) in serving funds or accounts that it advises and, conversely, supplemental information obtained by the placement of business of other clients may be useful to the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) in carrying out its obligations to the fund.

Information so received is in addition to, and not in lieu of, services required to be performed by the Manager (and where applicable, a sub-adviser or Dreyfus affiliate), and the Manager’s (and where applicable, a sub-adviser’s or Dreyfus affiliate’s) fees are not reduced as a consequence of the receipt of such supplemental information. Although the receipt of such research services does not reduce the Manager’s (and where applicable, a sub-adviser’s or Dreyfus affiliate’s) normal independent research activities, it enables it to avoid the additional expenses that might otherwise be incurred if it were to attempt to develop comparable information through its own staff.

Under the Manager’s (and where applicable, a sub-adviser’s or Dreyfus affiliate’s) procedures, portfolio managers and their corresponding trading desks may seek to aggregate (or “bunch”) orders that are placed or received concurrently for more than one fund or account. In some cases, this policy may adversely affect the price paid or received by a fund or an account, or the size of the position obtained or liquidated. As noted above, certain brokers or dealers may be selected because of their ability to handle special executions such as those involving large block trades or broad distributions, provided that the primary consideration of best execution is met. Generally, when trades are aggregated, The Fund or account within the block will receive the same price and commission. However, random allocations of aggregate transactions may be made to minimize custodial transaction costs. In addition, at the close of the trading day, when reasonable and practicable, the completed securities of partially filled orders will generally be allocated to each participating fund and account in the proportion that each order bears to the total of all orders (subject to rounding to “round lot” amounts).

Portfolio turnover may vary from year to year as well as within a year. In periods in which extraordinary market conditions prevail, the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) will not be deterred from changing a Fund’s investment strategy as rapidly as needed, in which case higher turnover rates can be anticipated which would result in greater brokerage expenses. The overall reasonableness of brokerage commissions paid is evaluated by the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) based upon its knowledge of available information as to the general level of commissions paid by other institutional investors for comparable services. Higher portfolio turnover rates usually generate

additional brokerage commissions and transaction costs and any short-term gains realized from these transactions are taxable to shareholders as ordinary income.

To the extent that a fund invests in foreign securities, certain of such fund’s transactions in those securities may not benefit from the negotiated commission rates available to funds for transactions in securities of domestic issuers. For funds that permit foreign exchange transactions, such transactions are made with banks or institutions in the interbank market at prices reflecting a mark-up or mark-down and/or commission.

The Manager (and where applicable, a sub-adviser or Dreyfus affiliate) may deem it appropriate for one fund or account it manages to sell a security while another fund or account it manages is purchasing the same security. Under such circumstances, the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) may arrange to have the purchase and sale transactions effected directly between the fund and/or accounts (“cross transactions”). Cross transactions will be effected in accordance with procedures adopted pursuant to Rule 17a-7 under the 1940 Act.

All portfolio transactions of each money market fund are placed on behalf of the fund by the Manager. Debt securities purchased and sold by a fund generally are traded on a net basis (i.e., without a commission) through dealers acting for their own account and not as brokers, or otherwise involve transactions directly with the issuer of the instrument. This means that a dealer makes a market for securities by offering to buy at one price and sell at a slightly higher price. The difference between the prices is known as a “spread.” Other portfolio transactions may be executed through brokers acting as agent. A fund will pay a spread or commission in connection with such transactions. The Manager uses its best efforts to obtain execution of portfolio transactions at prices that are advantageous to a fund and at spreads and commission rates (if any) that are reasonable in relation to the benefits received. The Manager also places transactions for other accounts that it provides with investment advice.

When more than one fund or account is simultaneously engaged in the purchase or sale of the same investment instrument, the prices and amounts are allocated in accordance with a formula considered by the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) to be equitable to the fund or account. In some cases this system could have a detrimental effect on the price or volume of the investment instrument as far as a fund or account is concerned. In other cases, however, the ability of a fund or account to participate in volume transactions will produce better executions for the fund or account.

When transactions are executed in the over-the-counter market (i.e., with dealers), the Manager will typically deal with the primary market makers unless a more favorable price or execution otherwise is obtainable.

Disclosure of Portfolio Holdings. It is the policy of each Fund to protect the confidentiality of its portfolio holdings and prevent the selective disclosure of non-public information about such holdings. The Fund will publicly disclose its holdings in accordance with regulatory requirements, such as periodic portfolio disclosure in filings with the Securities and Exchange Commission. Each Fund will publicly disclose its complete schedule of portfolio

holdings, as reported on a month-end basis, at www.dreyfus.com. The information will be posted with a one-month lag and will remain accessible until each Fund files a report on Form N-Q or Form N-CSR for the period that includes the date as of which the information was current. In addition, fifteen days following the end of each calendar quarter, each Fund will publicly disclose on the website its complete schedule of portfolio holdings as of the end of such quarter.

If portfolio holdings are released pursuant to an ongoing arrangement with any party, each Fund must have a legitimate business purpose for doing so, and neither, nor Dreyfus or its affiliates, may receive any compensation in connection with an arrangement to make available information about each Fund’s portfolio holdings. Each Fund may distribute portfolio holdings to mutual fund evaluation services such as Standard & Poor’s, Morningstar or Lipper Analytical Services; due diligence departments of broker-dealers and wirehouses that regularly analyze the portfolio holdings of mutual funds before their public disclosure; and broker-dealers that may be used by each Fund, for the purpose of efficient trading and receipt of relevant research, provided that: (a) the recipient does not distribute the portfolio holdings to persons who are likely to use the information for purposes of purchasing or selling Fund shares or Fund portfolio holdings before the portfolio holdings become public information; and (b) the recipient signs a written confidentiality agreement.

Each Fund may also disclose any and all portfolio information to its service providers and others who generally need access to such information in the performance of their contractual duties and responsibilities and are subject to duties of confidentiality, including a duty not to trade on non-public information, imposed by law and/or contract. These service providers include each Fund’s custodian, auditors, investment adviser, administrator, and each of their respective affiliates and advisers.

Disclosure of each Fund’s portfolio holdings may be authorized only by the Funds’ Chief Compliance Officer, and any exceptions to this policy are reported quarterly to the Funds’ Board.

INFORMATION ABOUT THE FUNDS

Each Fund’s shares are classified into four classes. Each Fund 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. Each Fund share, when issued and paid for in accordance with the terms of the offering, is fully paid and non-assessable. Fund shares have no preemptive, subscription or conversion rights and are freely transferable.

Under Massachusetts law, shareholders of a Fund (other than Dreyfus Cash Management Plus, which is a Maryland corporation) could, under certain circumstances, be held liable for the obligations of the Fund. However, each Funds’ Agreement and Declaration of Trust (each, a “Trust Agreement”) disclaims shareholder liability for acts or obligations of such Fund and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Fund or its Board members. Each Trust Agreement provides for indemnification from the Fund’s property for all losses and expenses of any shareholder held personally liable for the obligations of the Fund. Thus, the risk of a shareholder incurring

financial loss on account of shareholder liability is limited to circumstances in which the Fund itself would be unable to meet its obligations, a possibility which management believes is remote. Upon payment of any liability incurred by a Fund organized as a Massachusetts business trust, the shareholder paying such liability will be entitled to reimbursement from the general assets of such Fund. Each of these Funds intends to conduct its operations in such a way so as to avoid, as far as possible, ultimate liability of its shareholders for liabilities of the Fund.

Unless otherwise required by the 1940 Act, ordinarily it will not be necessary for the Fund to hold annual meetings of shareholders. As a result, Fund shareholders may not consider each year the election of Board members or the appointment of auditors. However, the holders of at least 10% of the shares outstanding and entitled to vote may require the Fund to hold a special meeting of shareholders for purposes of removing a Board member from office. Fund shareholders may remove a Board member by the affirmative vote of a majority, in the case of Dreyfus Cash Management Plus, or two-thirds, in the case of each other Fund, of the Fund’s outstanding voting shares. In addition, the Fund’s Board will call a meeting of shareholders for the purpose of electing Board members if, at any time, less than a majority of the Board members then holding office have been elected by shareholders.

The Company is a “series fund,” which is a mutual fund divided into separate portfolios, each of which is treated as a separate entity for certain matters under the 1940 Act and for other purposes. A shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. For certain matters shareholders vote together as a group; as to others they vote separately by portfolio.

To date, the Company’s Board has authorized the creation of two series of shares. All consideration received by the Company for shares of one of the portfolios, and all assets in which such consideration is invested, will belong to that portfolio (subject only to the rights of creditors of the Company) and will be subject to the liabilities related thereto. The income attributable to, and the expenses of, one portfolio would be treated separately from those of the other portfolio. The Company has the ability to create, from time to time, new series without shareholder approval.

Rule 18f-2 under the 1940 Act provides that any matter required to be submitted under the provisions of the 1940 Act or applicable state law or otherwise to the holders of the outstanding voting securities of an investment company, such as the Company, will not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each series affected by such matter. Rule 18f-2 further provides that a series shall be deemed to be affected by a matter unless it is clear that the interests of each series in the matter are identical or that the matter does not affect any interest of such series. However, the Rule exempts the selection of independent accountants and the election of Board members from the separate voting requirements of the Rule.

Although each Fund is offering only its own shares, it is possible that a Fund might become liable for any misstatement in the combined Prospectuses or this Statement of Additional Information about another Fund. The Board members with respect to each Fund have considered

this factor in approving the use of the combined Prospectuses and this Statement of Additional Information.

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

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038-4982, as counsel for each Fund, has rendered its opinion as to certain legal matters regarding the due authorization and valid issuance of the shares being sold pursuant to the Funds’ Prospectuses.

Ernst & Young LLP, 5 Times Square, New York, New York 10036, an independent registered public accounting firm, have been selected to serve as independent auditors of each Fund.

APPENDIX A

(DREYFUS CASH MANAGEMENT

AND

DREYFUS CASH MANAGEMENT PLUS, INC.)

Descriptions of the highest commercial paper, bond and other short- and long-term rating categories assigned by Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”), Fitch Ratings (“Fitch”), and Thomson BankWatch, Inc. (“BankWatch”).

Commercial Paper Ratings and Short-Term Ratings

The designation A-1 by S&P indicates that the degree of safety regarding timely payment is either overwhelming or very strong. Those issues determined to possess overwhelming safety characteristics are denoted with a plus sign (+) designation.

The rating Prime-1 (P-1) is the highest commercial paper rating assigned by Moody’s. Issuers of P-1 paper must have a superior capacity for repayment of short-term promissory obligations, and ordinarily will be evidenced by leading market positions in well established industries, high rates of return on funds employed, conservative capitalization structures with moderate reliance on debt and ample asset protection, broad margins in earnings coverage of fixed financial charges and high internal cash generation, and well established access to a range of financial markets and assured sources of alternate liquidity.

The rating Fitch-1 (Highest Credit Quality) is the highest commercial paper rating assigned by Fitch and indicates the strongest capacity for timely payment of financial commitments.

The rating TBW-1 is the highest short-term obligation rating assigned by BankWatch. Obligations rated TBW-1 are regarded as having the strongest capacity for timely repayment.

In addition to ratings of short-term obligations, BankWatch assigns a rating to each issuer it rates, in gradations of A through F. BankWatch examines all segments of the organization including, where applicable, the holding company, member banks or associations, and other subsidiaries. In those instances where financial disclosure is incomplete or untimely, a qualified rating (qr) is assigned to the institution. BankWatch also assigns, in the case of foreign banks, a country rating which represents an assessment of the overall political and economic stability of the country in which that bank is domiciled.

Bond Ratings and Long-Term Ratings

Bonds rated AAA are considered by S&P to be the highest grade obligation and possess an extremely strong capacity to pay principal and interest.

Bonds rated Aaa are judged by Moody’s to be of the best quality. Bonds rated Aa by Moody’s are judged by Moody’s to be of high quality by all standards and, together with the Aaa group, they comprise what are generally known as high-grade bonds.

Bonds rated AAA by Fitch are judged by Fitch to be of the highest credit quality. The AAA rating by Fitch denotes the lowest expectation of credit risk. The AAA rating is assigned by Fitch only in case of exceptionally strong capacity for timely payment of financial commitments; the capacity is highly unlikely to be adversely affected by foreseeable events.

Fitch also assigns a rating to certain international and U.S. banks. A Fitch bank rating represents Fitch’s current assessment of the strength of the bank and whether such bank would receive support should it experience difficulties. In its assessment of a bank, Fitch uses a dual rating system comprised of Legal Ratings and Individual Ratings. In addition, Fitch assigns banks Long and Short-Term Ratings as used in the corporate ratings discussed above. Legal Ratings, which range in gradation from 1 through 5, address the question of whether the bank would receive support provided by central banks or the bank’s shareholders if it experienced difficulties, and such ratings are considered by Fitch to be a prime factor in its assessment of credit risk. Individual Ratings, which range in gradations from A through E, represent Fitch’s assessment of a bank’s economic merits and address the question of how the bank would be viewed if it were entirely independent and could not rely on support from state authorities or its owners.

APPENDIX B
(TAX EXEMPT FUNDS)

Description of certain S&P, Moody’s and Fitch ratings:

S&P

Municipal Bond Ratings

An S&P municipal bond rating is a current assessment of the creditworthiness of an obligor with respect to a specific obligation.

The ratings are based on current information furnished by the issuer or obtained by S&P from other sources it considers reliable, and will include: (1) likelihood of default-capacity and willingness of the obligor as to the timely payment of interest and repayment of principal in accordance with the terms of the obligation; (2) nature and provisions of the obligation; and (3) protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.

AAA

Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.

Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in small degree. The AA rating may be modified by the addition of a plus or a minus sign, which is used to show relative standing within the category.

Municipal Note Ratings

SP-1

The issuers of these municipal notes exhibit very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics are given a plus (+) designation.

Commercial Paper Ratings

The rating A is the highest rating and is assigned by S&P to issues that are regarded as having the greatest capacity for timely payment. Issues in this category are delineated with the numbers 1, 2 and 3 to indicate the relative degree of safety. Paper rated A-1 indicates that the degree of safety regarding timely payment is either overwhelming or very strong. Those issues

determined to possess overwhelming safety characteristics are denoted with a plus sign (+) designation.

Moody’s

Municipal Bond Ratings

Aaa

Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edge.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what generally are known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.

Generally, Moody’s provides either a generic rating or a rating with a numerical modifier of 1 for bonds in each of the generic rating categories Aa, A, Baa, Ba and B. Moody’s also provides numerical modifiers of 2 and 3 in each of these categories for bond issues in health care, higher education and other not-for-profit sectors; the modifier 1 indicates that the issue ranks in the higher end of its generic rating category; the modifier 2 indicates that the issue is in the midrange of the generic category; and the modifier 3 indicates that the issue is in the low end of the generic category.

Municipal Note Ratings

Moody’s ratings for state and municipal notes and other short-term loans are designated Moody’s Investment Grade (MIG). Such ratings recognize the difference between short-term credit risk and long-term risk. Factors affecting the liquidity of the borrower and short-term cyclical elements are critical in short-term ratings, while other factors of major importance in bond risk, long-term secular trends for example, may be less important over the short run.

A short-term rating may also be assigned on an issue having a demand feature. Such ratings will be designated as VMIG or, if the demand feature is not rated, as NR. Short-term ratings on issues with demand features are differentiated by the use of the VMIG symbol to reflect such characteristics as payment upon periodic demand rather than fixed maturity dates and payment relying on external liquidity. Additionally, investors should be alert to the fact that the source of payment may be limited to the external liquidity with no or limited legal recourse to the issuer in the event the demand is not met.

Moody’s short-term ratings are designated Moody’s Investment Grade as MIG 1 or VMIG 1 through MIG 4 or VMIG 4. As the name implies, when Moody’s assigns a MIG or VMIG rating, all categories define an investment grade situation.

MIG 1/VMIG 1

This designation denotes best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2

This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.

Commercial Paper Ratings

Fitch

Municipal Bond Ratings

The ratings represent Fitch’s assessment of the issuer’s ability to meet the obligations of a specific debt issue or class of debt. The ratings take into consideration special features of the issue, its relationship to other obligations of the issuer, the current financial condition and operative performance of the issuer and of any guarantor, as well as the political and economic environment that might affect the issuer’s future financial strength and credit quality.

AAA

Bonds rated AAA are considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events.

Bonds rated AA are considered to be investment grade and of very high credit quality. The obligor’s ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated F-1+. Plus (+) and minus (-) signs are used with the rating symbol AA to indicate the relative position of a credit within the rating category.

Short-Term Ratings

Fitch’s short-term ratings apply to debt obligations that are payable on demand or have original maturities of up to three years, including commercial paper, certificates of deposit, medium-term notes, and municipal and investment notes.

Although the credit analysis is similar to Fitch’s bond rating analysis, the short-term rating places greater emphasis than bond ratings on the existence of liquidity necessary to meet the issuer’s obligations in a timely manner.

F-1+

Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.

F-1

Very Strong Credit Quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated F-1+.

F-2

Good Credit Quality. Issues carrying this rating have a satisfactory degree of assurance for timely payments, but the margin of safety is not as great as the F-1+ and F-1 categories.

APPENDIX C

RISK FACTORS---INVESTING IN NEW YORK MUNICIPAL BONDS

The following information constitutes only a brief summary, does not purport to be a complete description, and is based primarily on information drawn from the Annual Information Statement of the State of New York (the “State”) and any updates available as of the date of this Statement of Additional Information. While the Fund has not independently verified this information, it has no reason to believe that such information is not correct in all material respects.

Economic and Demographic Trends

U.S. Economy. The U.S. economy continued to exhibit underlying strength during the fourth quarter of 2004 and is on track to grow as projected in the current budget. Consumption growth remains robust, the labor market continues to expand and investment growth remains steady. Rising employment and incomes are expected to sustain household demand during 2005, countering both rising interest rates and the withdrawal of fiscal stimulus. The Department of the Budget (“DOB”) projects real U.S. gross domestic product for 2005 of 3.6%, following growth of 4.4% in 2004. Personal income is projected to grow 5.7% for 2005, with its largest component, wages and salaries, growing 5.6% .

Energy prices have achieved new highs after receding earlier in the year.

Correspondingly, consumer price inflation of 2.8% is projected for 2005. The heightened risk to price stability is expected to induce the Federal Reserve to continue to develop a policy neutral interest rate target. The Federal funds rate is expected to reach 4.25% by the end of 2005. U.S. corporate profits from current production are expected to reach 11.9% in 2005. Energy prices, however, remain a chief risk in the U.S. forecast, as high energy prices present a risk to the DOB inflation forecast but to domestic and global economic growth as well. Although the dollar has stabilized recently, another substantial slide could contribute to accelerating inflation.

State Economy. New York is the third most populous state in the nation and has a relatively high level of personal wealth. The State’s economy is diverse, with a comparatively large share of the nation’s financial activities, information, education and health services employment, and a very small share of the nation’s farming and mining activity. The State’s location and its air transport facilities and natural harbors have made it an important link in international commerce. Travel and tourism constitute an important part of the economy. Like the rest of the nation, New York has a declining proportion of its workforce engaged in manufacturing and an increasing proportion engaged in service industries.

The State economy continues to expand. Recent above-trend national growth rates have helped to buttress the State economy, putting the State well on its way to a full recovery from the impact of the September 11^th attacks, and reversing several years where the job base was in decline. With the pickup in equity market activity in 2004, the securities industry saw solid profit levels, though below those in 2003. Consequently, bonus growth will fall short of the

extraordinary growth in 2004. Both State personal income and wages and salaries are expected to grow 4.9% in 2005.

In addition to the risks associated with the national economic forecast, there exist specific risks to the State economy. Chief among them is a weaker performance within the financial sector than is currently projected. Higher energy prices and global instability also create a risk to the equity markets’ performance. A weaker financial market performance than expected could result in lower bonus payment growth than projected, though this impact would be largely felt during the first quarter of 2006. In contrast, a stronger national economy than expected could result in stronger equity market growth and, in turn, greater demand for financial market services and even stronger income growth in that sector than expected.

The City of New York. The fiscal demands on the State may be affected by the fiscal health of New York City (the “City”), which relies in part on State aid to balance its budget and meet its cash requirements. The State’s finances also may be affected by the ability of the City, and certain entities issuing debt for the benefit of the City, to market their securities successfully in the public credit markets. For its normal operations, the City depends on aid from the State both to enable the City to balance its budget and to meet its cash requirements. There can be no assurance that there will not be reductions in State aid to the City from amounts currently projected.

Metropolitan Transportation Authority (the “MTA”). The MTA oversees the operation of subway and bus lines in New York City by its affiliates, the New York City Transit Authority and the Manhattan and Bronx Surface Transit Operating Authority (collectively, the “TA”). Through its affiliated agency, the Triborough Bridge and Tunnel Authority (the “TBTA”), the MTA operates certain intrastate toll bridges and tunnels. Because fare revenues are not sufficient to finance the mass transit portion of these operations, the MTA depends on operating support from the State, local governments and the TBTA, including loans, grants and subsidies. If current revenue projections are not realized and/or operating expenses exceed current projections, the TA or commuter railroads may be required to seek additional State assistance, raise fares or take other actions.

Other Localities. Certain localities outside the City have experienced financial problems and have requested and received additional State assistance during the last several State fiscal years. The potential impact on the State of any future requests by localities for additional oversight or financial assistance was not included in the projections of the State’s receipts and disbursements for Fiscal Year 2004-05 or thereafter.

Like the State, local governments must respond to changing political, economic and financial influences over which they have little or no control. Such changes may adversely affect the financial condition of certain local governments. It is also possible that the City, other localities or any of their respective public authorities may suffer serious financial difficulties that could jeopardize local access to the public credit markets, which may adverse affect the marketability of notes and bonds issued by localities within the State. Localities may also face unanticipated problems resulting from pending litigation, judicial decisions and long-range economic trends. Other large-scale potential problems, such as declining urban populations,

increasing expenditures and the loss of skilled manufacturing jobs may also adversely affect localities and necessitate State assistance.

Special Considerations

Many complex political, social, and economic forces influence the State’s economy and finances, which may in turn affect the State’s annual financial plan. These forces may affect the State unpredictably from fiscal year to fiscal year and are influenced by governments, institutions, and events that are not subject to the State’s control. The State’s financial plan is also necessarily based upon forecasts of national and State economic activity. Economic forecasts have frequently failed to predict accurately the timing and magnitude of changes in the national and State economies. DOB believes that its current estimates related to the performance of the State and national economies are reasonable. However, there can be no assurance that actual results will not differ materially and adversely from the current forecast.

The State is involved in litigation challenging the use of proceeds from the conversion of Empire Blue Cross/Blue Shield to a for-profit corporation. The State is relying on $2.2 billion in such proceeds to finance certain health care expenditures for Fiscal Year 2005-06, and in order to ensure the General Fund balance, the State has provided that no spending for those programs may occur after June 30, 2005 unless those proceeds are available.

As of the close of Fiscal Year 2004-05, DOB projected balances in the State’s general reserves to guard against unbudgeted risks totaled $1.5 billion. To permanently improve the State’s reserve levels, the Governor has proposed legislation to increase both the maximum size of the State’s rainy day fund from 2% to 5% of General Fund spending, and the maximum annual deposits up to ½ of 1%. The Fund is at its statutory maximum of 2%, and can only increase as the size of the budget increases.

State Finances

The State accounts for all budgeted receipts and disbursements that support programs and other administrative costs of running State government within the All Governmental Funds type. The All Governmental Funds, comprised of funding supported by State Funds and Federal Funds, provides the most comprehensive view of the financial operations of the State. State Funds includes the General Fund and other State-supported funds including State Special Reserve Funds, Capital Projects Funds and Debt Service Funds. The General Fund is the principal operating fund of the State and is used to account for all financial transactions except those required to be accounted for in another fund. It is the State’s largest fund and receives almost all State taxes and other resources not dedicated to particular purposes.

2003-04 Enacted Budget Financial Plan

On March 31, 2003 the Legislature enacted appropriations for all State-supported, contingent contractual, and certain other debt service obligations for Fiscal Year 2003-04. On May 2, 2003, the Legislature completed action on the remaining appropriations and accompanying legislation constituting the budget for Fiscal Year 2003-04. The Governor vetoed

substantial portions of the budget revisions enacted by the Legislature, but the Legislature overrode the vetoes on May 15, 2003. Accordingly, DOB issued the Enacted Budget Financial Plan on May 28, 2003 that reflected final action on the 2003-04 State Budget by the Legislature (the “2003-04 Budget”).

Subsequent 2003-04 Budget Revisions. In the 2003-04 Budget, DOB projected a potential imbalance in the General Fund of approximately $912 million prior to the anticipated receipt of certain Federal Funds, which provided $1.07 billion of fiscal relief to the State and included $645 million in one-time revenue sharing payments and $422 million from a 15-month increase in Federal matching payments for Medicaid costs. An additional $170 million in savings occurred from a delay in payments to the City associated with the Local Government Assistance Corporation (“LGAC”), for a total benefit of $1.24 billion. All other revisions since the enactment of the 2003-04 Budget resulted in no significant change to the budget balance. DOB revised its mid-year financial plan based on a review of actual operating results and updated economic analysis through mid-January 2004. DOB projected the State would end Fiscal Year 2003-04 with General Fund cash resources of $345 million above previously projected levels. The projected General Fund closing balance of $1.01 billion consisted of $794 in the rainy day fund, $200 million in the community projects fund and $20 million in contingencies for litigation. The projected increase of $284 million reflected the addition of $200 million from spending delays and the $84 million in the rainy day fund. An additional deposit of $661 was to be made to the tax refund reserve account to reflect $400 million in tobacco securitization proceeds planned for use in Fiscal Year 2004-05.

General Fund. In Fiscal Year 2003-04, the General Fund accounted for 43.22% of All Governmental Funds disbursements. Legislative changes were projected to increase revenues by $1.9 billion in Fiscal Year 2003-04, $1.4 billion in Fiscal Year 2004-05, and $605 million in Fiscal Year 2005-06. The outyear values of the revenue proposals decrease primarily because of “sunset” provisions enacted for the tax increases. In addition to these changes, revenues were projected to decrease from the 2003-04 Executive Budget forecast by $462 million in Fiscal Year 2003-04, primarily due to the impact of 2002-03 actuals on the past fiscal year, and the April 2003 income tax settlement. The net revenue change since the 2003-04 Executive Budget was therefore approximately $1.4 billion. Not counted within these revenue totals were certain other revenue measures adopted by the Legislature that DOB considered to be speculative. Examples include receipts from video lottery terminals (“VLTs”) at racetracks, collection of cigarette and motor fuel taxes on Indian reservations, and use tax collections.

General Fund spending was projected to increase by a net $2.3 billion in Fiscal Year 2003-04, $4.5 billion in Fiscal Year 2004-05 and $4.2 billion in Fiscal Year 2005-06. This spending increase reflected net Legislative restorations and additions in the 2003-04 Budget, including the denial of the Governor’s pension reform proposals ($434 million in Fiscal Year 2004-05 and $197 million in Fiscal Year 2005-06, after deferring required Fiscal Year 2003-04 payments with interest to Fiscal Year 2005-06). It also reflected increased outyear costs resulting from the school aid database update ($184 million in Fiscal Year 2004-05 and $60 million in Fiscal Year 2005-06). In addition, the net spending changes included costs DOB projects but which the Legislature believed may not occur. Examples include a $200 million lump sum appropriation for member items which DOB valued at $200 million in costs and which

the Legislature valued at $100 million; various Medicaid savings DOB believes were not fully attainable; and higher costs associated with shelter allowances for welfare recipients.

General Fund Revenue Actions. Revenue actions included with the 2003-04 Budget included: a personal income tax increase ($1.4 billion); a limited liability company filing fee increase ($26 million); income tax withholding for certain partnerships ($15 million); reduced interest for late refunds ($5 million); increasing the State sales tax rate from 4% to 4.25% ($450 million); temporarily replacing the permanent sales tax exemption on items of clothing and shoes priced under $110 with a sales tax free week in August 2003 and another in January 2004 for the same items and thresholds ($449 million); including the New York City cigarette excise tax in the sales tax base ($7 million); changing the tax structure for insurance companies ($158 million); decoupling from the Federal bonus depreciation provisions ($58 million); decoupling from Federal expensing provisions for sports utility vehicles; and reducing the time period for collecting abandoned property related to the demutualization of insurance companies ($75 million). In total, the 2003-04 Budget included over $2.4 billion in revenue actions.

As part of the 2003-04 Budget, the Legislature also enacted tobacco securitization legislation that creates a bankruptcy-remote corporation to securitize all or a portion of the State’s future share of tobacco settlement payments. The corporation will issue debt backed by payments from the tobacco industry under the 1998 Tobacco Master Settlement Agreement (the “MSA”) and a contingent-contractual obligation on behalf of the State to pay debt service if MSA payments prove insufficient. The structure is designed to reduce overall borrowing costs to a level comparable to a typical State bond sale. The 2003-04 Budget assumed net proceeds of $3.8 billion ($1.9 billion on an adjusted basis) from this transaction in the past fiscal year and $400 million in Fiscal Year 2004-05.

Fiscal 2003-04 Year-End Results. DOB estimated that the State ended Fiscal Year 2003-04, on March 31, 2004, with a General Fund surplus of $308 million. Total receipts, including transfers from other funds, were $42.3 billion. Disbursements, including transfers to other funds, totaled $42.1 billion. The General Fund ended the fiscal year with a balance of $1.1 billion, which included $794 million in the Tax Stabilization Reserve Fund (after an $84 million deposit at the close of Fiscal Year 2003-04), the Contingency Reserve Fund ($21 million), and the Community Projects Fund ($262 million). On an All Governmental Funds basis, receipts totaled $99.0 billion in Fiscal Year 2003-04, including $37.3 billion in Federal grants. Spending from All Governmental Funds totaled $97.3 billion. Total year-end balances were $2.9 billion, and were held principally in the General Fund and in other State funds.

General Fund results in Fiscal Year 2003-04 were $69 million better than the initial DOB estimates, after excluding the impact of Federal aid. The temporary Federal aid produced $1.2 billion in General Fund relief during Fiscal Year 2003-04, which eliminated the initial projected $912 million imbalance. Aside from the extraordinary Federal aid, the net General Fund operating variance was $69 million, although year-end results for a number of programs varied from the initial projections. In particular, even though the State economy rebounded modestly in Fiscal Year 2003-04, the persistent effects of the national recession and a weak recovery continued to put pressure on the State’s social services programs to a greater extent than anticipated in the 2003-04 Budget. The actual number of people receiving Medicaid and

welfare benefits during the year exceeded initial projections, driving additional costs. However, the positive impact of Federal aid, modestly higher tax receipts, and spending that came in below projections in other programs, were more than sufficient to offset the growth in social services costs.

The State ended Fiscal Year 2003-04 with a State Funds cash balance of $2.6 billion. In addition to the $1.1 billion General Fund balance, the special revenue funds had a closing balance of $1.7 billion and the debt service funds had a closing balance of $175 million, partially offset by a negative balance in the capital projects funds of $336 million. State Funds receipts totaled $62.2 billion in Fiscal Year 2003-04, a decrease of $235 million from the prior estimates. The variance was primarily the result of lower-than-expected collections from miscellaneous receipts partially offset by higher-than-expected receipts from taxes. Actual State Funds disbursements totaled $61.3 billion in Fiscal Year 2003-04, a decrease of $791 million from prior estimates. The variance was largely related to lower capital spending when projects were impacted by inclement weather and a delay in the start of the 2003 construction season.

The State ended Fiscal Year 2003-04 with an All Funds cash balance of $2.9 billion. In addition to the $2.6 billion State Funds balance, the Federal Funds had a closing balance of $321 million, which partly reflects the timing of receipts and disbursements (e.g., dedicated monies received for a specified purpose prior to disbursement). All Funds receipts for Fiscal Year 2003-04 totaled $99 billion, a decrease of $75 million from previous estimates. The variance was primarily the result of lower-than-expected collections from miscellaneous receipts partially offset by higher-than-expected receipts from taxes and Federal grants. All Funds disbursements for Fiscal Year 2003-04 totaled $97.3 billion, a decrease of $977 million from previous estimates. The decline in State Funds spending of $791 million, combined with a decline in Federal Funds spending of $186 million, account for the variance.

2004-05 Enacted Budget Financial Plan

Summary of Executive Budget. The 2004-05 Executive Budget proposed by the Governor (the “2004-05 Executive Budget”) projected that a strengthening economic recovery would produce a return to above-average rates of growth in tax revenues, reflecting overall tax receipt growth of 7.8% . Reforms were proposed to hold spending in line with available resources, particularly in Medicaid and pensions. State agency operations were planned to be made more efficient, in part through the expansion of operational “hosting” by one agency of administrative functions for multiple agencies. The State workforce was expected to remain level at roughly 187,900. Revenue proposals focused on maximization of Federal resources, closing tax loopholes and ensuring that fees adequately fund the activities they support. Rainy day reserves were increased, and modest but important targeted investments were recommended in economic development, including tax cuts.

The 2004-05 Executive Budget also included funding in response to the Court of Appeals ruling requiring the State to implement reforms to ensure all children have the opportunity for a sound basic education (“SBE”). The 2004-05 Executive Budget included efforts to fund SBE costs by reserving all proceeds from VLTs and providing additional General Fund support of $100 million to New York City for this purpose. VLT proceeds from facilities now being

proposed and developed were projected at $325 million in the 2004-05 school year, and growing to $2 billion annually over the next five years. The 2004-05 Executive Budget was projected to have a positive $1.4 billion impact on local governments, and lower the local property tax burden over a multi-year period. The 2004-05 Executive Budget also contained a maximum $84 million deposit to the rainy day fund, the eighth such deposit made in the last nine years.

Sources of the 2004-05 Budget Gap. Prior to the announcement of the 2004-05 Executive Budget, the State faced potential General Fund budget gaps of $5.1 billion in Fiscal Year 2004-05, $6.7 billion in Fiscal Year 2005-06, and $7.8 billion in Fiscal Year 2006-07. At the time the Executive Budget was released, underlying receipts growth in Fiscal Year 2004-05, adjusted to exclude the impact of tax law changes, was projected to increase by roughly $2.8 billion (7%) over Fiscal Year 2003-04. The underlying receipts growth projections were also offset by the loss of tobacco securitization proceeds which were used, as planned, to provide $3.8 billion of resources in Fiscal Year 2003-04 and $400 million in Fiscal Year 2004-05, resulting in a net decrease of $3.4 billion. In addition, increasing debt service costs reduced the amount of available General Fund taxes, including costs for the State Personal Income Tax Revenue Bond Program and the LGAC. Annual spending was projected to grow by $3.1 billion, driven mainly by higher costs for employee pensions (up 137%) and Medicaid.

2004-05 Gap-Closing Plan. The 2004-05 Executive Budget projected closing the $5.1 billion General Fund budget gap with a mix of spending restraint, revenue actions and transitional financing. Actions of nearly $3.9 billion and $3.5 billion in Fiscal Years 2005-06 and 2006-07, respectively, were intended to reduce the outyear gaps to more manageable levels of $2.9 billion and $4.3 billion in Fiscal Years 2005-06 and 2006-07, respectively.

Recommendations to restrain spending in the General Fund totaled $2.59 billion and included a combination of program restructuring and the use of alternate funding sources, resulting in estimated savings of approximately $1.7 billion. All other spending actions totaled $595 million. Revenue proposals were expected to raise $972 million in Fiscal Year 2004-05 and included the provision of four sales tax free weeks instead of a permanent exemption on clothing and footwear ($400 million) and reimposition of an assessment on hospital and home care revenues and an increase to the existing reimbursable nursing home revenue assessment to support health care programs ($323 million). The 2004-05 Executive Budget included a total of $1.51 billion in nonrecurring actions.

Adoption of Fiscal Year 2004-05 Budget. As of the start of Fiscal Year 2004-05, the State had not adopted a final budget. On March 31, 2004, the Legislature appropriated funding for all State-supported, contingent contractual and certain other debt service obligations for the current fiscal year. On August 11, 2004, the Legislature completed action on the remaining appropriations and legislation constituting the budget for Fiscal Year 2004-05 (the “2004-05 Budget”). The Governor vetoed portions of the 2004-05 Budget, and the Legislature had until December 31, 2004 to take action in response to those vetoes. DOB estimated that the 2004-05 Budget identified $1.1 billion in new General Fund resources to fund $1.5 billion in additions and $280 million in new costs, leaving approximate gaps of $600-700 million, $6 billion and $8 billion, in Fiscal Years 2004-05, 2005-06 and 2006-07, respectively.

In the 2004-05 Budget, DOB projections included General Fund additions above the levels projected in the 2004-05 Executive Budget by $1.3 billion, $2.4 billion and $2.5 billion in Fiscal Years 2004-05, 2005-06 and 2006-07, respectively. The 2004-05 Budget also reflected several new costs incurred since the 2004-05 Executive Budget was proposed, which totaled $280 million, $650 million and $823 million for Fiscal Years 2004-05, 2005-06 and 2006-07, respectively. DOB projected that All Funds spending totaled $101.2 billion in Fiscal Year 2004-05, an increase of $3.9 billion (4%) above Fiscal Year 2003-04 results. Adjustment for certain deferrals resulted in All Fund spending increases of $5.8 billion (6.1%) over Fiscal Year 2003-04 results.

Receipts Outlook. All Governmental Funds receipts were $99 billion in Fiscal Year 2003-04, a decrease of 1.0% from budget estimates. After adjusting for the changes in the Tax Stabilization Fund reserves, receipts were $339 million, or 0.8% higher than the 2003-04 Budget. General Fund receipts were $42.33 billion in Fiscal Year 2003-04, exceeding the original 2003-04 Budget estimates by $587 million (1.4%) due to the collection of $400 million from the sale of tobacco bonds, receipt of additional Federal aid and a net increase in tax, transfer and miscellaneous other receipts.

All Governmental Funds receipts were projected to reach $100.1 billion in Fiscal Year 2004-05, an increase of $1.1 billion (1.1%) from Fiscal Year 2003-04. The net increase is due to the one-time nature of tobacco securitization and federal revenue sharing received in Fiscal Year 2003-04 offset by expected improvements in economic conditions that will increase tax receipts significantly, and by revenue actions taken with the 2003-04 budget. General Fund receipts were projected to reach $42.7 billion in Fiscal Year 2004-05, an increase of $328 million (0.8%) from Fiscal Year 2003-04. The major source of the annual change in the General Fund is the impact of the $4.2 billion in tobacco securitization proceeds and $645 million from Federal Revenue sharing grants, which were received in Fiscal Year 2003-04, but did not recur in Fiscal Year 2004-05.

Personal Income Tax. Net receipts for Fiscal Year 2004-05 were projected in the 2004-05 Executive Budget to reach $27.46 billion, an increase of $3.38 billion (14.0%) from 2003-04 due largely to three factors: an increase in underlying liability growth associated with improved economic conditions; the temporary three-year tax increase enacted in 2003; and a $1.27 billion higher contribution from the Refund Reserve account. Personal income tax General Fund receipts under the 2004-05 Budget (net of the Refund Reserve transaction) were projected to increase by $2.7 billion (17.2%) from Fiscal Year 2003-04 General Fund receipts.

User Taxes and Fees. All Funds user taxes and fees net receipts for Fiscal Year 2004-05 were projected to reach $12.48 billion, an increase of $667 million (5.7%) from Fiscal Year 2003-04. The sales and use tax was projected to increase $662 million (6.8%) due largely to increases in employment, income and overall consumption, which expanded the estimated taxable base. The other user taxes and fees were projected to increase $5 million (0.2%) . General Fund user taxes and fees net receipts for Fiscal Year 2004-05 were projected to reach $8.7 billion, an increase of $700 million from Fiscal Year 2003-04. The sales and use tax was projected to increase $488 million (6.8%) from Fiscal Year 2003-04. The other user taxes and

fees were projected to decrease $44 million (6.2%) from Fiscal Year 2003-04, due mainly to the increased dedication of motor vehicle fee receipts to transportation funds.

Business Taxes. All Governmental Funds business tax receipts in Fiscal Year 2004-05 were expected to be $5.39 billion, or $411 million (8.3%) above Fiscal Year 2003-04. This was primarily because of the anticipated increase in insurance tax receipts associated with continued premium growth and the expectation of strengthening corporate and bank profitability. General Fund business tax receipts in Fiscal Year 2004-05 were projected to be $3.7 billion, or $301 million (8.8%) over Fiscal Year 2003-04. This was due primarily to tax law changes enacted in Fiscal Year 2003-04 relating to intangible income and the de-coupling from certain Federal tax provisions, and the expectation of strengthening corporate and bank profits.

Other Taxes. The estimate for All Funds other taxes in Fiscal Year 2004-05 was $1.22 billion, which was $11 million (0.9%) below Fiscal Year 2003-04. The decline was the result of a projected decrease in estate tax collections of $22 million partially offset by a projected increase in real estate transfer tax receipts of $11 million. The estimate for General Fund other taxes in Fiscal Year 2004-05 was $764 million, which was $4 million below Fiscal Year 2003-04.

Miscellaneous Receipts. All Governmental Funds miscellaneous receipts for Fiscal Year 2004-05 were projected to reach $16.64 billion, a decrease of $3.10 billion (15.7%) from Fiscal Year 2003-04. Miscellaneous receipts in State Funds were projected at $16.52 billion in Fiscal Year 2004-05, a decline of $3.10 billion (15.88%) from Fiscal Year 2003-04. Growth in other State funds included higher receipts in lottery for anticipated VLT proceeds ($240 million), increased provider assessments reflecting the proposed assessments on nursing home, hospital and home care revenues ($258 million), and additional financing of health care costs ($279 million). General Fund miscellaneous receipts were projected to total $2.4 billion in Fiscal Year 2004-05, a decrease of $5 billion from Fiscal Year 2003-04.

Federal Grants. All Governmental Funds Federal grants for Fiscal Year 2004-05 were projected to reach $36.27 billion, a decrease of $922 million (2.5%) from Fiscal Year 2003-04. This decrease resulted primarily from a General Fund loss of $645 million, augmented by the decrease in World Trade Center pass-through costs ($200 million). Federal Grants in State Funds were projected at $12 million, a decline of $633 million (96.3%) . There were no projected Federal Grants in Fiscal Year 2004-05 in the General Fund, but the State’s special reserve funds were expected to receive Federal Grants of approximately $35 billion, a decrease of $149 million from Fiscal Year 2003-04 results.

Disbursements Outlook. DOB projected General Fund disbursements totaled $43 billion in Fiscal Year 2004-05, an increase of $974 million (2.3%) over Fiscal Year 2003-04. State Funds and All Government Funds disbursements were projected to reach $64.3 billion (a 4.8% increase over the prior fiscal year) and $101.2 billion (a 4% increase over the prior fiscal year) in Fiscal Year 2004-05.

Medicaid. Medicaid, the single most expensive program budgeted in New York State, finances health care for low-income individuals, long-term care for the elderly, and services for

disabled individuals, primarily through payments to health care providers. New York’s Medicaid program is financed jointly by the Federal government, the State, and counties. Total Medicaid financing from all sources was projected to reach $42.7 billion in Fiscal Year 2004-05, consisting of $21.9 billion in Federal support, $13.8 billion in State funding, and $7.0 billion in local government financing. The total Medicaid caseload was projected at 3.7 million in Fiscal Year 2004-05, an increase of 5% from Fiscal Year 2003-04. Other changes included a “tobacco guarantee” payment to replace the loss of revenue from the securitization of tobacco proceeds ($118 million) and the loss of the federal matching rate which would have result in higher General Fund costs ($390 million) and lower spending from Federal Funds ($584 million). Total recommended actions reduced General Fund costs by $170 million and Federal Funds spending by $256 million.

School Aid. School aid, the single largest program financed by the General Fund and State Funds, helps support elementary and secondary education provided to New York pupils enrolled in 680 school districts throughout the State. State funding is provided to districts based on aid formulas governed by statute and through reimbursement for various categorical programs. On a school year basis (July 1 through June 30), support for general school aid was recommended at $14.6 billion. In addition to $14.6 billion for general school aid, the 2004-05 Budget set aside all revenues from VLTs to support SBE requirements. Based upon VLT facilities in proposal and development stages, receipts were projected at $325 million in the 2004-05 school year, growing to $2 billion annually over the next five years. General Fund spending in Fiscal Year 2004-05 was projected at $12.53 billion on a State fiscal year basis.

The State Lottery Fund contribution was projected at $1.95 billion, an increase of $110 million in additional lottery revenues, including $43 million associated with proposed enhancements to the Quick Draw program. In addition, $240 million is reserved from VLT revenues ($325 million on a school year basis) to support SBE reforms. In addition to the school year totals referenced above, Federal Funds also provide $2.89 billion in education funding to school districts in Fiscal Year 2004-05.

Welfare. Welfare programs provide a wide range of benefits to poor families including cash assistance grants, child welfare services, tax credits for eligible low-income workers, and services that assist welfare recipients in securing and retaining employment. Funding is also provided for local administration of welfare programs. Total welfare spending was projected to be approximately $8.2 billion in Fiscal Year 2004-05, compared to approximately $8.1 billion in Fiscal Year 2003-04. Total welfare caseload was estimated at 653,041 in Fiscal Year 2004-05, an increase of 36,201 from Fiscal Year 2003-04. Federal assistance consists of funds provided through the TANF block grant. Federal funding for welfare is a fixed amount provided through a TANF block grant and does not increase or decrease based on changes in caseload or State expenditures.

2004-05 General Fund increases resulting from the loss of TANF in Fiscal Year 2003-04 ($322 million), included the one-time delay in the transfer of TANF funds to the Child Care Block Grant and the availability of one-time unprogrammed TANF initiative funding. A $70 million decrease in Federal Funds primarily reflected reduced Federal funding available to support TANF-funded initiatives. Additional General Fund costs reflected increased funding for welfare employment and other initiatives ($63 million) and the use of one-time administration

credits in Fiscal Year 2003-04 ($56 million), which were partially offset by the annualization of the reduction in local administrative reimbursement enacted in Fiscal Year 2003-04 ($45 million).

Office of Children and Family Services. The Office of Children and Family Services (“OCFS”) provides child welfare services including foster care, adoption, child protective services and childcare. Total State spending for Fiscal Year 2004-05 was estimated to be approximately $5.7 billion with an additional $1.7 billion in Federal aid. A projected net decrease in Fiscal Year 2004-05 All Funds spending was attributable primarily to a reduction of the Federal TANF for Child Care and Title XX program support ($150 million), partially offset by growth in State child welfare costs for preventive services, child protective services, and adoption subsidies supported by the General Fund ($48 million) and other State support ($14 million). In the General Fund, the impact of the reduced TANF to Title XX transfer produces increased child welfare spending by $58 million.

Mental Hygiene. Fiscal 2004-05 disbursements were forecasted to be approximately $10.4 billion, with an additional $2.5 billion in Federal funds. The State mental health agencies collectively provide a wide array of services to special needs populations. Services are administered to individuals with mental illnesses, developmental disabilities and/or chemical dependencies through institutional and community-based settings. Many of these services are partially financed with State and Federal Medicaid dollars. Estimated annual General Fund growth of $299 million was attributable primarily to increased State Operations costs including payment of an “extra” institutional facilities payroll ($95 million), local services and program enhancements and a reduction in available patient care revenues, primarily as a result of nonrecurring debt management actions ($69 million) and the expiration of the temporary 15- month increase in the Federal Medicaid matching rate ($40 million) used to support State Operations costs in the General Fund.

Higher Education. Fiscal Year 2004-05 disbursements were forecasted to be approximately $15.6 billion, with an additional $128 million in Federal funds and approximately $3.7 billion from other State sources. Higher education includes operational and administrative costs for the State University of New York (“SUNY”) and City University of New York (“CUNY”) and the Higher Education Services Corporation, which is responsible for administering grant awards to income eligible students. General Fund costs increased by $104 million in Fiscal Year 2004-05 as a result of legislative actions in the 2003-04 Budget that deferred grant award costs into 2004-05. The 2004-05 Budget also provided funding for higher costs at SUNY and CUNY for salaries and fringe benefits, community college enrollment growth, inflationary increases and growth in the number of grant recipients.

Debt Service. Fiscal Year 2004-05 disbursements were forecasted to be approximately $9.7 billion, with an additional $2.1 billion from other State sources. This spending was projected to be $472 million (17.2%) more than the Fiscal Year 2003-04 disbursements. Debt Service Funds are the conduits through which the State pays debt service on all State supported bonds, including general obligation bonds for which the State is constitutionally obligated to pay debt service and bonds issued by State public authorities for which the State is contractually obligated to pay debt service subject to an appropriation. Debt service is paid by transfers from the General Fund, dedicated taxes and fees, and other resources such as patient income revenues.

The growth in the General Fund disbursements was the result of increases in net debt service payments to support capital projects for Corrections ($86 million), SUNY Educational Facilities ($71 million), CUNY ($68 million), the MTA ($41 million) and the Housing Finance Authority ($26 million), offset by modest reductions in other programs. The increase in net debt service costs related to other State-supported funds was also attributable to SUNY dormitory facilities ($32 million), Mental Hygiene facilities ($93 million), transportation ($70 million), economic development ($58 million) and educational capital programs ($38 million).

General State Charges. General State Charges (“GSCs”) account for the costs of fringe benefits to State employees and retirees of the Executive, Legislative and Judicial branches, as well as for taxes on public lands and litigation. The General Fund supports approximately 85% of GSCs spending. Fringe benefit payments, many of which are mandated by statute or collective bargaining agreements, include employer contributions for pensions, social security, health insurance, workers’ compensation and unemployment insurance. Fiscal Year 2004-05 spending was forecasted to be approximately $12 billion. Baseline projections from the State Comptroller showed an employer pension contribution rate of 12.3% of payroll that produced an annual State pension cost increase of $664 million (136.8%) . The 2004-05 Budget contained a series of pension reforms to moderate these costs and produce a total employer pension contribution of $669 million, an annual increase of $184 million (37.9%) . Providing health insurance to State employees and retirees is projected to total $2.05 billion in Fiscal Year 2004-05, an increase of $255 million.

Other Expenses. In addition to the programs described above, the Executive Budget included funding for Economic Development, Parks, the Environment, Public Health, Education, Public Protection, General Government, the Judiciary, and various other programs.

All other State Funds spending was projected to increase $685 million over Fiscal Year 2003-04. Growth in other State-supported spending included economic development capital projects ($320 million), capital projects related to the E-911 program ($100 million), increased taxpayer participation and tax levy growth in STAR ($163 million), spending from the Indigent Legal Services Fund ($31 million), and inflationary increases and higher enrollment in the Elderly Pharmaceutical Insurance Coverage (EPIC) program ($73 million).

All Governmental Funds spending for these programs was projected to increase by $1.10 billion from Fiscal Year 2003-04. This increase includes State Funds spending growth of $685 million and higher Federal spending of $416 million for, among other things, transportation-related capital projects ($172 million), implementation of the Help America Vote Act of 2002 ($142 million), and reimbursement for World Trade Center costs ($200 million).

2004-05 Budget Update. DOB projected that the State would end Fiscal Year 2004-05 with a surplus of $170 million in the General Fund, which is primarily the result of the recent positive revenue intake driving the underlying revenue growth forecasted to be approximately 10.2% . General Fund receipts, including fund transfers, were projected at $43.5 billion. Revenues were revised upwards based on collections to date and the strength of key economic indicators. General Fund spending was expected to total approximately $43.4 billion in Fiscal

Year 2004-05. State Funds spending was projected to total $64.1 billion in Fiscal Year 2004-05, a decrease of $136 million from the mid-year revised estimates. All Funds spending for Fiscal Year 2004-05 was projected to total $101.6 billion, an increase of $316 million from mid-year estimates.

As of December 31, 2004, General Fund receipts totaled $31.6 billion, a decrease of $48 million from the same period in 2003. This decrease is comprised of the loss of nonrecurring resources related to tobacco securitization proceeds ($3.2 billion) and Federal grants ($645 million) offset by sales and personal income tax increases. As of December 31, 2004, General Fund disbursements were $30.1 billion, an increase of $690 million from the same period in 2003. After adjusting for the deferral of $1.9 billion in securitization payments scheduled in Fiscal Year 2002-03, but made in Fiscal Year 2003-04, total disbursements increased $2.6 billion. This increase is primarily attributable to higher Medicaid costs ($711 million), pension and health insurance costs ($420 million), debt service ($265 million), State operations ($137 million), school aid ($158 million) and welfare ($127 million). The closing balance in the General Fund on December 31, 2004, was $2.5 billion, a decrease of $476 million from the previous fiscal year. This decrease is primarily due to lower receipts ($48 million) and higher disbursements ($690 million), offset by an increase in the opening fund balance of $262 million.

2005-06 Enacted Budget Financial Plan

2005-06 Executive Budget. The proposed 2005-06 Executive Budget (the “2005-06 Executive Budget”) recommended closing the $4.2 billion budget gap primarily through permanent spending restraint, supplemented with limited levels of revenue enhancements and nonrecurring resources. DOB projected that the 2005-06 Executive Budget recommendations would produce net recurring savings of roughly $3 billion annually, reducing the Fiscal Year 2006-07 and 2007-08 budget gaps to approximately $2.7 billion. The most significant recommendations include: (i) $2.8 billion in net initiatives to restrain spending; (ii) $533 million in net revenue actions; and (iii) $856 million in nonrecurring actions.

The 2005-06 Executive Budget proposed holding annual spending growth in the General Fund and in the other funds to below the rate of inflation. In response to certain litigation involving the City schools, the 2005-06 Executive Budget recommended a $526 million school aid increase, with funding for SBE grants to grow to over $2 billion annually in the next five years. The 2005-06 Executive Budget also contains certain initiatives to assist localities reduce local property taxes, including capping annual growth in Medicaid costs, accelerating State takeover of Family Health Plus costs from local governments and increasing municipal aid to over $650 million. DOB projected that the State will end Fiscal Year 2005-06 in balance on a cash basis in the General Fund if the recommendations in the 2005-06 Executive Budget were enacted in their entirety.

General Fund spending is projected to total $45.1 billion in Fiscal Year 2005-06, an increase of $1.2 billion (2.6%) over the adjusted current year forecast. State Funds spending is projected to increase by $3.5 billion (5.4%) and total $69.1 billion in Fiscal Year 2005-06. All Funds spending, the broadest measure of State spending, is projected to total $105.5 billion in Fiscal Year 2005-06, an increase of $2.5 billion (2.4%) .

Sources of the 2005-06 Budget Gap. DOB projects General Fund budget gaps of $4.2 billion, $5 billion and $6 billion in Fiscal Years 2005-06, 2006-07 and 2007-08, respectively, prior to projected savings from the 2005-06 Executive Budget. The Fiscal Year 2005-06 gap results from anticipated spending increases to support current service levels and the loss of nonrecurring resources used to balance the budget for the current fiscal year. Based on revised DOB forecasts that predict sustained State economic growth in 2005, revenues are expected to grow by $3.1 billion in Fiscal Year 2005-06 (6.5%), following projected growth of 10.2% in the current fiscal year. However, this growth is nearly completely absorbed by the loss of the nonrecurring revenues, a phase out of the personal income tax surcharge and the ¼¢ sales tax increase, and other one-time revenues.

2005-06 Gap-Closing Plan. The 2005-06 Financial Plan is balanced on a cash basis in the General Fund, resulting in the projected $4.2 billion budget gap. Recommendations to restrain General Fund spending total $3.1 billion, and include a combination of cost containment, program restructuring and the use of alternative funding sources. Key areas of focus include containing Medicaid and mental hygiene costs, reducing the rate of growth in debt service through the use of swaps and variable rate debt instruments, reductions in State operations costs through agency harmonization and consolidation, restructuring social services to maximize Federal aid, and other spending actions.

General Fund revenue enhancements are expected to raise $779 million in Fiscal Year 2005-06. Significant proposals include the authorization of sales tax-free weeks (purchases under $250), eliminating double benefits for certain individual and corporate taxpayers and increases in other taxes, including excise taxes. One-time actions, totaling $856 million, include discretionary funding revisions to reduce annual pension costs to the State and using the current year’s budget surplus. Spending initiatives in the General Fund total approximately $300 million and focus primarily on Medicaid and other State physical and mental health programs and local assistance.

Receipts Outlook. All Funds receipts are projected to total $105.5 billion, an increase of $4.4 billion (4.3%) over Fiscal Year 2004-05 projections. These receipts are comprised of tax receipts ($50.7 billion), Federal grants ($36.6 billion) and miscellaneous receipts ($18.3 billion). All Funds tax receipts are projected to be almost $51 billion in Fiscal Year 2005-06, an increase of $2.6 billion (5.4%) over the current fiscal year. Personal Income Tax. Net receipts for Fiscal Year 2005-06 are projected to reach $29.6 billion, an increase of $1.5 billion (5.3%) from Fiscal Year 2004-05 due largely to an increase in underlying liability growth associated with improved economic conditions and the temporary three-year tax increase enacted in 2003. Personal income tax General Fund receipts (net of the Refund Reserve transaction) are projected to increase by $1.3 billion from Fiscal Year 2004-05 General Fund receipts, totaling approximately $19.7 billion.

User Taxes and Fees. All Funds user taxes and fees net receipts for Fiscal Year 2005-06 are projected to reach $13.6 billion, an increase of $636 million (4.9%) from Fiscal Year 2004-05. The sales and use tax is projected to reach $11 billion, due largely to increases in employment, income and overall consumption. The other user taxes and fees are projected to

increase $609 million (3.06%) . General Fund user taxes and fees receipts for Fiscal Year 2005-06 are projected to reach $8.6 billion, a decrease of $130 million (1.5%) from the current fiscal year, and the sales and use tax is projected to decrease by $146 million (1.8%) . The other user taxes and fees are projected to increase $16 million (2.4%) .

Business Taxes. All Funds business tax receipts in Fiscal Year 2005-06 are expected to be $5.9 billion, or $413 million (7.5%) above Fiscal Year 2004-05. This is due primarily to strong growth in corporate and bank tax collections. General Fund business tax receipts are projected to be $4.1 billion, or $302 million (8%) over Fiscal Year 2004-05.

Other Taxes. All Funds other taxes in Fiscal Year 2005-06 are expected to be $1.5 billion, which is $52 million (3.6%) above Fiscal Year 2004-05 estimates. The increase is a result of a projected increase in real estate transfer tax receipts of $52 million. The estimate for General Fund other taxes is $778 million, which is $48 million (6.6%) above the current fiscal year.

Miscellaneous Receipts. General Fund miscellaneous receipts for Fiscal Year 2005-06 are projected to total $2.5 billion, an increase of $158 million (6.9%) from Fiscal Year 2003-04. Miscellaneous receipts in State Funds are projected at $18.2 billion, an increase of $2.7 billion (17.4%) from the current year.

Federal Grants. Federal grants for Fiscal Year 2005-06 are projected to total $36.6 billion, a decrease of $860 million from Fiscal Year 2003-04. Major program areas projected to decline significantly from current year levels include World Trade Center ($1.6 billion), Children and Families ($195 million) and Medicaid ($145 million). These declines are partially offset by growth in welfare ($374 million), school aid ($210 million), homeland security ($96 million) and transportation and environmental protection ($50 million).

Disbursements Outlook. General Fund spending is projected to total $45.1 billion in Fiscal Year 2005-06, an increase of $1.2 billion (2.6%) over the current forecasts for Fiscal Year 2004-05. State Funds spending is projected to increase by $3.5 billion (5.4%) to total approximately $69.1 billion. All Funds spending is projected to total $105.5 billion, an increase of $2.5 billion (2.4%) over the current fiscal year. Medicaid. The 2005-06 Executive Budget recommends capping Medicaid costs at current spending levels, with adjustments for inflation, which would result in State payment for local costs above the cap of $121 million in Fiscal Year 2005-06, but growing to $1.3 billion over the next three years. The 2005-06 Executive Budget proposes General Fund spending for Medicaid of $7.3 billion, with All Funds spending of approximately $30 billion.

School Aid. On a school year basis (July 1 through June 30), support for general school aid is recommended at $15.9 billion, an increase of $526 million (3.4%) over the current school year. This increase is comprised of $201 million in traditional school aid and $345 million in new SBE funding from VLT revenues. All Funds spending for school aid in Fiscal Year 2005-06 is estimated to be $18.3 billion, an increase of $668 million over the current fiscal year. The increase includes $212 million for the balance of the prior school year increase, $369 million to cover costs associated with the new recommendations under the 2005-06 Executive Budget and

$210 million in Federal funds, partially offset by a loss in capital funds spending of $123 million.

Welfare. All Funds spending for welfare is projected to total $3.7 billion in Fiscal Year 2005-06, consisting of $1.4 billion from the General Fund and $2.3 billion in Federal support. Welfare caseload is projected to total approximately 655,900 recipients in Fiscal Year 2005-06, an increase of 14,200 over current fiscal year estimates.

Office of Children and Family Services. Total State spending for OCFS is expected to total $3.1 billion in Fiscal Year 2005-06, consisting of $1.5 billion in General Fund spending, $29 million from other State sources and $1.6 billion in Federal spending. Spending supports child welfare ($1.8 billion), child care ($727 million) and juvenile justice services ($272 million).

Mental Hygiene. All Funds spending is expected to total $5.6 billion in Fiscal Year 2005-06, with $2.5 billion in General Fund spending, $451 million from other State sources and $2.7 billion in Federal funding. The State share of Medicaid spending budgeted for mental health agencies is projected to total $1.4 billion.

Higher Education. All Funds spending is expected to total $7.3 billion in Fiscal Year 2005-06, and be comprised of $3 billion in General Fund spending, $4.1 billion in other State support and $193 million in Federal funding.

Debt Service. All Funds spending on debt service is projected to total $3.9 billion in Fiscal Year 2005-06, of which $1.7 billion is paid from General Fund spending and $2.2 billion in other State funding. Spending reflects debt service due on revenue credits supported by dedicated taxes and other fees.

General State Charges. All Funds spending on GSCs is expected to total $4.7 billion in Fiscal Year 2005-06, and be comprised of $3.9 billion in General Fund spending, $558 million from other State sources and $226 million from Federal funds. Major components of All Funds spending include health insurance ($2.2 billion), pensions ($935 million) and social security ($804 million).

Enacted Fiscal 2005-06 Budget. The Legislature completed action on the 2005-06 Executive Budget on March 31, 2005, and the State’s official budget was enacted by April 12, 2005 (the “2005-06 Budget”). The 2006-06 Budget, like the 2005-06 Executive Budget is balanced, as a result of new resources and the approval of approximately $3.3 of the $4.1 billion in gap-closing recommendations. Reserves also have been increased to $1.5 billion. Since the 2005-05 Executive Budget, $1.4 billion in new resources have been identified to finance equivalent net additions. The expected budget gaps now total $3.2 billion in Fiscal Year 2006-07, an increase of $623 million from the 2005-06 Executive Budget, and $4.1 billion in Fiscal Year 2007-08, an increase of $1.6 billion.

In summary, the 2005-06 Budget authorized approximately $1.8 billion of the $2.8 billion in spending restraints contained in the 2005-06 Executive Budget, including: (i) roughly one-half of the $1.1 billion in proposed Medicaid cost containment and all $800 million in

related savings; (ii) debt management initiatives to reduce servicing costs by $150 million; and (iii) mental hygiene savings of $250 million. Revenue actions net of tax cuts total $605 million, which is $72 million about the cuts in the 2005-06 Executive Budget. Finally, $889 million in one-time actions are authorized in the 2005-06 Budget, an increase of $33 million above the 2005-06 Executive Budget.

The 2005-06 Budget projects General Fund spending, including all transfers, will total $46.2 billion, an increase of $2.1 billion (4.7%) from Fiscal Year 2004-05. State Funds spending, which includes spending financed from other State revenue sources as well as the General Fund, is projected at $70.3 billion, an annual increase of $4.9 billion (7.4%) . All Funds spending, which includes Federal grants, is estimated to increase by $4.4 billion (4.3%) for a total of $106.5 billion. The 2005-06 Budget includes a fiscal stability reserve of $601 million. The State’s general reserves are projected to total $1.5 billion in Fiscal Year 2005-06, which is equivalent to roughly 3.2% of General Fund spending. As in any fiscal year, the 2005-06 Budget is subject to a variety of risks that could cause actual results to differ materially from current projections.

Disbursement Outlook. DOB projects General Fund disbursements will total $46.2 billion in Fiscal Year 2005-06, an increase of $2.1 billion (4.7%) over Fiscal Year 2004-05 actual results. State Funds and All Funds disbursements are projected to reach $70.3 billion and $106.5 billion in Fiscal Year 2005-06, an increase of $4.9 billion and $4.4 billion, respectively, over the prior year. The largest All Funds spending increases are for Medicaid ($1.7 billion), school aid ($953 million) and higher education ($832 million).

The 2005-06 Budget included nearly 80% of the $4.2 billion in gap-closing actions contained in the 2005-06 Executive Budget. The Legislature also increased spending for several programs, including school aid. The $1.4 billion of new resources, discussed above, are primarily from projected higher tax collections in Fiscal Years 2004-05 and 2005-06 (approximately $600 million has already been received through the end of the prior fiscal year). The 2005-06 Budget authorized more than $500 million of the $1.1 billion in Medicaid cost containments and extended cost containments contained in prior years.

General Fund Outyear Projections

At the beginning of Fiscal Year 2005-06, the State faced potential General Fund budget gaps of $5.8 billion and $5.6 billion in Fiscal Years 2006-07 and 2007-08, respectively. The recurring savings proposed in the 2005-06 Executive Budget reduced the gaps to $2.5 billion for both years, but increased under the 2005-06 Budget and are now estimated at $3.2 billion and $4.1 billion in Fiscal Years 2006-07 and 2007-08, respectively. The projected gaps are primarily the result of anticipated spending increases that exceed the growth in revenue collections, as well as the loss of nonrecurring resources used to help balance the budget.

Outyear Receipts. Receipts in Fiscal Year 2006-07 are projected to increase $1.5 billion from the current fiscal year. Underlying revenue growth of $3.1 billion (6.1%) in Fiscal Year 2006-07 is offset by the loss of several one-time revenues ($531 million), the phase-out of the personal income tax surcharge and a one-quarter percent increase in sales tax ($1 billion), lower

transfers from other funds due to increasing debt servicing costs ($180 million), and higher transfers to finance the STAR program ($188 million).

Outyear Disbursements. Spending is projected to increase by $4.7 billion in Fiscal Year 2006-07. Medicaid growth of $2.7 billion in Fiscal Year 2006-07 is primarily attributable to the increasing cost of providing health care services, as well as the rising number of recipients. In addition, the growth related to the State takeover of local healthcare provider costs are estimated to rise by $235 million, and the loss of certain proceeds after this fiscal year, are no longer available in Fiscal Year 2006-07. School aid spending is projected to grow by $461 million in Fiscal Year 2006-07, assuming growth in expense-based programs and other selected aid categories. State operations spending is projected to increase by $592 million in Fiscal Year 2006-07 with general State charges expected to increase by an additional $375 million, primarily due to higher pension and health insurance costs for State employees.

State Indebtedness

General. Financing activities of the State include general obligation debt and State-guaranteed debt, to which the full faith and credit of the State has been pledged, as well as lease-purchase and contractual-obligation financing, moral obligation and other financing through public authorities and municipalities, where the State’s legal obligation to make payments to those public authorities and municipalities for their debt service is subject to annual appropriation by the Legislature. The State has never defaulted on any of its general obligation indebtedness or its obligations under lease-purchase or contractual-obligation financing arrangements and has never been called upon to make any direct payments pursuant to its guarantees.

Limitations on State-Supported Debt.

Debt Reform Act of 2000. The Debt Reform Act of 2000 (the “Act”) is intended to improve the State’s borrowing practices, and it applies to all new State-supported debt issued on and after April 1, 2000. It also imposes phased-in caps on new debt outstanding and new debt service costs. The Act also limited the use of debt to capital projects and established a maximum term of 30 years on such debt. The cap on new State-supported debt outstanding began at 0.75% of personal income in 2000-01, and will gradually increase until it is fully phased-in at 4.0% in 2010-11. Similarly, the cap on covered debt service costs began at 0.75% of total State funds receipts in 2000-01, and will gradually increase to 5.0% in 2013-14.

As of the most recent calculations in October 2004, the State reported that it was in compliance with both debt caps, with debt issued after March 31, 2000 and then outstanding at 1.55% of personal income and debt service on such debt at 0.84% of total State receipts, compared to the caps of 1.98% each. DOB expects that debt outstanding and debt service costs for Fiscal Year 2004-05 and the entire forecast period through Fiscal Year 2009-10 will also be within the statutory caps.

Variable Rate Obligations and Related Agreements. State statutory law authorizes issuers of State-supported debt to issue a limited amount of variable rate obligations and, subject

to various statutory restrictions, enter into a limited amount of interest rate exchange agreements. State law limits the use of debt instruments which result in a variable rate exposure to no more than 15% of total outstanding State-supported debt, and limits the use of interest rate exchange agreements to a total notional amount of no more than 15% of total State-supported outstanding debt. As of March 31, 2005, State-supported debt in the amount of $40.7 billion was outstanding, resulting in a variable rate exposure cap and interest rate exchange agreement cap of approximately $6.1 billion. As of March 31, 2005, both amounts are less than the statutorily cap of 15%. DOB expects that the amount of interest rate exchange agreements and net variable rate obligations will remain within the statutorily imposed limits.

As of March 31, 2005, the State had approximately $2.1 billion of outstanding variable rate instruments, or 5.1% of total debt outstanding, that are subject to the net variable rate exposure cap. That amount includes $1.9 billion of unhedged variable rate obligations and $157 million of synthetic variable rate obligations. In addition to these variable rate obligations, as of March 31, 2005, about $2.4 billion in State-supported convertible rate bonds are currently outstanding.

State-Supported Debt.

General Obligation Bond Programs. General obligation debt is currently authorized by the State for transportation, environment and housing purposes. The amount of general obligation bonds issued in Fiscal Year 2003-04 (excluding refunding bonds) was $177 million. Transportation-related bonds are issued for State highway and bridge improvements, aviation, highway and mass transportation projects and purposes, and rapid transport, rail, canal, port and waterway programs and projects. Environmental bonds are issued to fund environmentally sensitive land acquisitions, air and water quality improvements, municipal non-hazardous waste landfill closures and hazardous waste site cleanup projects. As of March 31, 2005, the total amount of general obligation debt authorized was $14.535 billion, of which approximately $3.7 billion was outstanding.

The 2005-06 Budget authorized $2.9 billion in transportation bonds to be submitted to the voters in November 2005. Proceeds from the bonds, if approved by voters, will be divided equally between the DOT and the MTA capital programs and will be used to partially finance the new DOT and MTA five-year capital plans of $17.9 billion for each plan. Approximately $279 million in transportation bonds, if approved, are planned to be issued in Fiscal Year 2005-06.

Lease-Purchase and Contractual-Obligation Financing Programs. Lease-purchase and contractual-obligation financing arrangements with public authorities and municipalities has been used primarily by the State to finance the State’s bridge and highway programs, SUNY and CUNY buildings, health and mental hygiene facilities, prison construction and rehabilitation and various other State capital projects. As of March 31, 2004, the State had authorized over $50 billion in total financing arrangements, of which approximately $40.3 billion was outstanding.

Debt Servicing. The Debt Reduction Reserve Fund (the “DRRF”) was created in 1998 to set aside resources that could be used to reduce State-supported indebtedness either through the use of the DRRF as a pay-as-you-go financing source, reduce debt service costs or defease

outstanding debt. In 1998-99, $50 million was initially deposited in the DRRF. Additional deposits to the DRRF included $250 million in 1999-2000, $500 million in 2000-01, $250 million in 2001-02 and $53 million in Fiscal Year 2003-04. The State does not expect to make additional deposits to the DRRF in the current fiscal year.

2004-05 Borrowing Plan. The State Finance Law requires the Governor to submit a five-year Capital Program and Financing Plan (the “ 2004-05 Plan”) with the annual budget proposed by the Governor. The proposed 2004-05 through 2008-09 Plan was released with the 2004-05 Proposed Budget, and was updated with that budget on February 14, 2004.

The 2004-05 Plan projects issuance of $150 million in general obligation bonds; $877 million in Dedicated Highway and Bridge Trust Fund Bonds issued by the Thruway Authority to finance capital projects for transportation; $209 million in Mental Health Facilities Improvement Revenue Bonds; $77 million in SUNY Dormitory Facilities Revenue Bonds; $7 million in Department of Housing Revenue Bonds; and $1.9 billion in State Personal Income Tax Revenue Bonds.

Litigation

General. The legal proceedings listed below involve State finances and programs and miscellaneous civil rights, real property, contract and other tort claims in which the State is a defendant and the potential monetary claims against the State are deemed to be material, generally in excess of $100 million. These proceedings could adversely affect the State’s finances in the current fiscal year or thereafter.

Adverse developments in the proceedings could affect the ability of the State to maintain a balanced budget. The State believes that any budget will include sufficient reserves to offset the costs associated with the payment of judgments that may be required during the current fiscal year. There can be no assurance, however, that adverse decisions in legal proceedings against the State would not exceed the amount of all potential budget resources available for the payment of judgments.

State Finance Policies. In Consumers Union of U.S., Inc. v. State, plaintiffs challenge the constitutionality of State law which relate to the authorization of the conversion of Empire Health Choice, d/b/a Empire Blue Cross and Blue Shield, from a not-for-profit corporation to a for-profit corporation. The State and private defendants have separately moved to dismiss the complaint. By decision dated November 26, 2002, the trial court granted the defendants’ motions to dismiss. In its decision, the court also granted plaintiffs leave to amend their complaint to assert a new cause of action and deferred decision on plaintiffs’ motion for a preliminary injunction. The plaintiffs and defendants have appealed from that decision.

Plaintiffs served an amended complaint on April 1, 2003, which the defendants moved to have dismissed. In May 2004, the Appellate Division denied the defendants’ motion, and the defendants have appealed to the Court of Appeals. The plaintiffs also have leave to appeal the dismissal of their original complaint.

Gaming. In Dalton, et al. v. Pataki, et al. and Karr, et al. v. Pataki, et al., plaintiffs seek a judgment declaring as unconstitutional, under provisions of both the State and Federal constitutions, certain provisions of State law that authorize (1) the Governor to enter into tribal-

State compacts for the operation by Indian tribes of gambling casinos in certain areas of the State, (2) the Division of the Lottery (the “DOL”) to license the operation of VLTs at certain race tracks in the State, and (3) the DOL to enter into a joint, multi-jurisdictional and out-of-state lottery. Plaintiffs also seek to enjoin defendants from taking any action to implement the challenged statutory provisions. On July 7, 2004, the Appellate Division upheld the constitutionality of all State actions, except the VLT licensing. All parties appealed the order, and on May 5, 2005, the State Court of Appeals modified the appellate court’s order and declared the entirety of the law constitutional.

Real Property Claims. In March 1985, in Oneida Indian Nation of New York, et al. v. County of Oneida, the Supreme Court affirmed a judgment holding that the Oneida Indians had a common-law right of action against Madison and Oneida counties for wrongful possession of 872 acres of land illegally sold to the State in 1795. The Supreme Court also held that a third-party claim by the counties against the State for indemnification was not properly before the Federal courts. The case was remanded for an assessment of damages, which action is still pending. The counties may still seek indemnification in the State courts.

In 1998, the U.S. intervened in the case, and in December 1998 both the U.S. and the tribal plaintiffs moved for leave to amend their complaints to assert claims for 250,000 acres, including both monetary damages and ejectment, to add the State as a defendant and to seek class certification for all individuals who currently purport to hold title within the disputed land area. On September 25, 2002, the court granted the motions to amend the complaints to add the State as a defendant and to assert monetary damages, but denied the motions to seek class certification and the remedy of ejectment. On March 29, 2002, the court granted, in part, plaintiffs’ motion to strike the State’s defenses and counterclaims as to liability, but such defenses may still be asserted with respect to monetary damages. The court also denied the State’s motion to dismiss for failure to join indispensable parties.

On December 7, 2004, the State and certain Indian tribes entered into settlement agreements requiring the enactment of State and Federal legislation by September 1, 2005, or as otherwise extended by the parties. The agreements extinguish all Oneida and other Indian claims at issue in the Oneida litigation. Although the agreements provide for monetary payment, transfers of lands and other consideration to non-signatory tribal plaintiffs, the agreements have not yet been signed by the relevant parties. On April 15, 2005, the Governor withdrew legislation previously proposed to approve this and other Indian land claims and settlement agreements.

Other Indian land claims include Cayuga Indian Nation of New York v. Cuomo, et al. and Canadian St. Regis Band of Mohawk Indians, et al., v. State of New York, et al., both in the United States District Court for the Northern District of New York, Seneca Nation of Indians, et al v. State of New York, et al., in the United States District Court for the Western District of New York and Onondaga Nation v. State of New York, et al.

In the Cayuga Indian Nation of New York case, plaintiffs see monetary damages for their claim that approximately 64,000 acres in Seneca and Cayuga Counties were illegally purchased by the State in 1795. Prior to trial, the court held that plaintiffs were not entitled to seek the

remedy of ejectment. In October 1999, the District Court granted the federal government’s motion to have the State held liable for any damages owed to the plaintiffs. In February 2000, at the conclusion of the damages phase of the trial of this case, a jury verdict of $35 million in damages plus $1.9 million representing the fair rental value of the tract at issue was rendered against the defendants. By decision and judgment dated October 2, 2001, the District Court also granted plaintiffs $211 million in prejudgment interest. The State has appealed from the judgment to the United States Court of Appeals. On October 1, 2004, the State filed an action in Federal district court seeking contribution from the Federal government towards the $248 million in judgment and post-judgment interest.

Settlements were signed by the Governor with the Seneca-Cayuga Tribe of Oklahoma on November 12, 2004, and with the Cayuga Tribe of New York on November 17, 2004, which in part require enactment of certain State and Federal legislation by September 1, 2005, unless the parties agree to an extension of time. The agreements provide for differential payments to be made to the Indian tribes, based upon the outcome of the appeal now pending in the Second Circuit. On April 15, 2005, the Governor withdrew the proposed State legislation.

In the Canadian St. Regis Bank of Mohawk Indians case, plaintiffs seek ejectment and monetary damages with respect to their claim that approximately 15,000 acres in Franklin and St. Lawrence counties were illegally transferred from their predecessors-in-interest. On July 28, 2003, the court granted, in most respects, the plaintiffs’ motion to strike defenses and dismiss counterclaims. On October 20, 2003, the court denied the State’s motion for a reconsideration of the July 28^th decision regarding the State’s counterclaims for contribution. On November 29, 2004, the plaintiff tribes, with one exception, approved a settlement with the State. The excepting tribe subsequently approved the proposed settlement. On April 15, 2005, the Governor withdrew the proposed State legislation, but has indicated that he will submit a new bill that would implement the terms of the Haudenosaunee-Mohawk settlement agreement.

In the Seneca Nation of Indians case, plaintiffs seek monetary damages and ejectment with regard to their ownership claim of certain islands in the Niagara River and the New York State Thruway right of way where it crosses the Cattaraugus reservation in Erie and Chatauqua counties. On November 17, 1999, the court granted the State’s motion to dismiss the portion of the action relating to the right of way and denied the State’s motion to dismiss the Federal government’s damage claims. On June 21, 2002, the court granted summary judgment on the remaining portion of the action related to the Niagara River, and judgment was entered dismissing all aspects of the action. Plaintiffs appealed the judgment, which was affirmed by the Second Circuit Court on September 9, 2004. Plaintiffs have petitioned for a rehearing en banc.

In Onondaga Nation v. State of New York, et al., plaintiff seeks a judgment declaring that certain lands within the State are the property of the Onodaga Nation and the Haudenosaunee, and that conveyances of that land pursuant to treaties during the period from 1788-1822 are null and void.

School Aid. In Campaign for Fiscal Equity, Inc. et al. v. State, et al., plaintiffs challenge the State’s method of providing funding for New York City public schools. Plaintiffs seek a declaratory judgment that the State’s public school financing system violates the State Constitution and the Federal Civil Rights Act of 1964 and injunctive relief that would require the

State to satisfy State Constitutional standards. This action was commenced in 1993. In 1995, the Court of Appeals affirmed the dismissal of claims under the equal protection clauses of the federal and State Constitutions and the federal Civil Rights Act. It reversed dismissal of the claims under the State Constitution and implementing regulations of The Civil Rights Act, and remanded these claims for trial.

By decision dated January 9, 2001, following trial, the trial court held that the State’s education funding mechanism does not provide New York City students with a “sound basic education” as required by the State Constitution, and that it has a disparate impact on plaintiffs in violation of regulations enacted by the U.S. Department of Education pursuant to the Civil Rights Act. The court ordered that defendants put in place reforms of school financing and governance designed to redress those constitutional and regulatory violations, but did not specify the manner in which defendants were to implement these reforms. The State appealed, and the trial court’s decision was stayed pending resolution of the appeal. By decision and order entered June 25, 2002, the Appellate Division, First Department, reversed the January 9, 2001 decision and dismissed the claim in its entirety. On July 22, 2002, the plaintiffs filed a notice of appeal to the decision and order to the Court of Appeals.

On June 26, 2003, the Court of Appeals reversed that portion of the June 25th decision of the appeals court relating to the constitutionality claim. The Court held that the weight of credible evidence supported the trial court’s conclusion that City schoolchildren were not receiving the Constitutionally mandated opportunity for a sound basic education, and further held that the plaintiffs had established a causal link between the present education funding system and the failure to provide such sound basic education. The Court remitted the case to the trial court for further proceedings in accordance with its decision. On August 3, 2004, the trial court referred the case to a recommendation panel for guidance on the best manner to implement the Court of Appeals mandate. On November 30, 2004, the panel issued a report recommending the Stated be directed to pay a total of $14.08 billion to City schools over the next four years in additional operations funding and $9.2 billion over the next five years for capital improvements. On March 15, 2005, the district court issued an order confirming the panel’s report and recommendations and directed the State to take all steps necessary to provide additional funding for New York City schools as proposed by the panel. The State has appealed the district court’s order, which was then stayed pending a decision from the appeals court. On May 3, 2005, the appellate court denied the plaintiff’s motion to lift the automatic stay.

Medicaid. Several cases challenge provisions of State law which alter the nursing home Medicaid reimbursement methodology on and after April 1, 1995. Included are New York State Health Facilities Association, et al., v. DeBuono, et al., St. Luke’s Nursing Center, et al. v. DeBuono, et al., New York Association of Homes and Services for the Aging v. DeBuono, et al. (three cases), Healthcare Association of New York State v. DeBuono and Bayberry Nursing Home et al. v. Pataki, et al. Plaintiffs allege that the changes in methodology have been adopted in violation of procedural and substantive requirements of State and Federal law.

In New York Association of Homes and Services for the Aging v. DeBuono, et al., the U.S. District Court dismissed plaintiff’s complaint on May 19, 2004. Plaintiffs appealed.

APPENDIX D

Set forth below, as to each share class of each Fund, as applicable, are those shareholders of record known by each Fund to own 5% or more of a class of shares of the Fund as of May 5, 2005.

Dreyfus Cash Management

Institutional Shares: (1) Mellon Trust, Attn: John Kacinko, 3 Mellon Bank Center, Pittsburgh, PA 15259-0001 (40.1884%); (2) Hare & Co. c/o Bank of New York, Short Term Investment Funds, 111 Sanderscreek Pkwy 2^nd Floor, E. Syracuse, NY 13057-1382 (6.5824%); (3) Mellon Bank NA, Capital Markets Customers, Attn: Pamela Palmer, One Mellon Bank Center, Pittsburgh, PA 15258-0001 (6.0471%) .

Investor Shares: (1) Hare & Co. c/o Bank of New York, 67 Broad Street 19^th Floor, New York, NY 10004–2491 (36.0499%); (2) Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399-0001 (13.7321%); (3) Mellon Trust, Attn: John Kacinko 3 Mellon Bank Center, Pittsburgh, PA 15259–0001

Several related State court cases involving the same parties and issues have been held in abeyance pending the result of this litigation.

In Matter of Nazareth Home of the Franciscan Sisters, et al. v. Novello, the trial court dismissed the plaintiffs’ petition on December 22, 2004. Plaintiffs have appealed.

Tobacco Master Settlement Agreement. In Freedom Holdings Inc. et al. v. Spitzer et al., two cigarette importers brought an action in 2002 challenging portions of laws enacted by the State under the MSA that New York and many other states entered into with major tobacco manufacturers. The action alleged violations of the Commerce Clause, anti-trust violations and equal protection violations relating to the selective enforcement of State law on Native American reservations. The trial court granted the State’s motion to dismiss for failure to state a cause of action. Plaintiffs appealed, and on January 6, 2004 the appellate court affirmed the dismissal of the Commerce Clause claim, reversed the dismissal of the anti-trust claim, and remanded the selective enforcement claim to the trial court for further proceedings. Plaintiffs filed an amended complaint challenging the validity of the MSA itself and seeking preliminary injunctive relief. On September 14, 2004, the district court denied the plaintiffs’ motion, except the portion that prevented the tobacco manufacturers from obtaining certain funds from escrow. Plaintiffs have appealed the court’s order.

(8.0645%) (4) Citibank, N.A., 111 Wall Street, 15^th Floor, Reconciliation Unit, New York, NY 10043 (7.8157%); (5) The National Bank of Indianapolis, Attn: John Thomason - Trust Operations, 107 N. Pennsylvania St., Suite 700, Indianapolis, IN, 46204-3126 (7.3609%); (6) US Bank (MPAM), 1555 North River Center Drive, Suite 302, Milwaukee, WI, 53212-3958 (5.2227%) .

Administrative Shares: Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399-0001 (26.1579%); (2) Mellon Trust, Attn: John Kacinko, 3 Mellon Bank Center, Pittsburgh, PA 15259–0001 (22.1303%); (3) Hare & Co. c/o Bank of New York, Short Term Investment Funds, 111 Sanderscreek Pkwy, 2^nd Floor, E. Syracuse, NY 13057-1382 (19.2124%); (4) Laba & Co., c/o LaSalle National Bank, P.O. Box 1443, Chicago, IL 60690-1443 (12.3469%); The Bank in Boulder, 3033 Iris Ave., Boulder, CO, 80301-1904, (10.0524%); Wells Fargo Brokerage Services LLC, Attn: Michelle Herrick, 608 2^nd Ave. S., Minneapolis, MN, 55479-0001, (6.4058%) .

Participant Shares: (1) The Bank in Boulder, 3033 Iris Ave., Boulder, CO, 80301-1904, (13.1489%); (2) Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399-0001 (12.916%); (3) Blue Point Capital Partners, c/o Lisa Root, 127 Public Square, Suite 5100, Cleveland, OH, 44114-1312, (7.7093%); Mellon 1^st Business Bank, 601 W. 5^th St., Los Angeles, CA, 90071-2004, (6.5961%); Nationwide Best of America, Advisory Services Program, 760 Moore Rd., KNG of Prussa, PA, 19406-1212, (6.5673%) .

Dreyfus Cash Management Plus, Inc.

Institutional Shares: (1) Boston Safe Deposit & Trust Co., P.O. Box 3198, Pittsburgh, PA, 15230-3198, (33.6541%); (2) Comercia Bank – Detroit, Michael Wilk, 201 W. Fort Street, 3^rd Floor, Detroit, MI, 48226-3215, (5.8205%) .

Investor Shares: (1) Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399-0001 (38.7034%); (2) Banc of America Securities LLC, Money Market Funds Omnibus, 200 N. College St., FL 3, Charlotte, NC, 28255-0001, (5.7449%) .

Administrative Shares: (1) ) Banc of America Securities LLC, Money Market Funds Omnibus, 200 N. College St., FL 3, Charlotte, NC, 28255-0001, (33.2621%); (2) Morgan Keegan & Co. Inc., 50 Front Street, FL 4, Memphis, TN, 38103, (25.2426%); (3) Wells Fargo Brokerage Services LLC, Attn: Michelle Herrick, 608 2^nd Ave. S., Minneapolis, MN 55479-0001 (10.556%); (4) First Republic Bank, Investment Division, 111 Pine Street, San Francisco, CA, 94111-5602, (8.6867%); (5) Mellon 1^st Business Bank, 601 W. 5^th St., Los Angeles, CA 90071-2004 (8.3634%); (6) Pershing, Richard Martini/MM

Clearing, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ, 07399-0002, (6.2125%) .

Participant Shares: (1) First Republic Bank, Investment Division, 111 Pine Street, San Francisco, CA 94111–5602 (43.6289%);; (2) Pershing, Richard Martini/MM Clearing, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ, 07399-0002, (35.4536%); (3) Banc of America Securities LLC, Money Market Funds Omnibus, 200 N. College St., FL 3, Charlotte, NC, 28255-0001, (8.4421%) .

Dreyfus Government Cash Management

Investor Shares: (1) Pershing, Richard Martini/MM Clearing, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ, 07399-0002, (35.9447%); (2) Banc of America Securities LLC, Money Market Funds Omnibus, 200 N. College St., FL 3, Charlotte, NC, 28255-0001, (19.6917%) . (3) Wells Fargo Brokerage Services LLC, Attn: Michelle Herrick, 608 2^nd Ave. S., Minneapolis, MN 55479-0001 (9.624%); (4) Mellon Global Cash Mgt, AIS Operations, Mellon Client SVC Center, 505 Ross Street, Pittsburgh, PA, 15262-0001, (9.4708%) .

Administrative Shares: (1) Morgan Keegan & Co., 50 Front St., FL 4, Memphis, TN 38103, (72.703%) .

Participant Shares: (1) Banc of America Securities LLC, Money Market Funds Omnibus, 200 N College St, Fl 3, Charlotte, NC 28255-0001 (44.1294%); (2) Laba & Co Inc., Corp Trust Escrow, c/o Lasalle National Bank, PO Box 1443, Chicago, IL 60690-1443, (10.1945%); Columbia River Bank, Attn: Acctg Mngr/Corp Bus Services, P.O. Box 1050, The Dalles, OR, 97058-9050, (5.8742%) .

Dreyfus Government Prime Cash Management

Institutional Shares: (1) NatCity Investments Inc., Operations Dept, 629 Euclid Ave, 13^th Floor, Loc. 3131, Cleveland, OH 44114 (21.61%); (2) Hare & Co., c/o Bank of New York, Short Term Investment Funds, 111 Sanderscreek Parkway, 2^nd Floor, E. Syracuse, NY, 13057-1382, (17.9051%); (3) Solutia Incorporated, Treasury Dept. 3N, 575 Maryville Centre Drive, Saint Louis, MO, 63141-5813, (15.6003%); (4) California Bank & Trust, Cash Management Operations, 1655 W. Redondo Beach Blvd., 2^nd Floor, Gardena, CA, 90247-3241, (14.0961%); (5) National Bank of Arizona, Attn. Kathy Jorgenson – Cash Mgmt., 6001 N. 24^th Street, Phoenix, AZ, 85016-2021, (10.3058%); (6) Suntrust Equitable Securities Inc., Attn: Center 3907 23^rd Floor, 303 Peachtree Street NE, Atlanta, GA, 30308-3201, (5.8214%) .

Investor Shares: (1) Pershing, Richard Martini/MM Clearing, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ, 07399-0002, (35.7974%); (2) Hudson Valley Bank, 21 Scarsdale Rd., # Dept., Yonkers, NY, 10707-3204, (15.7336%); (3) Citibank N.A., FBO Xerox, 111 Wall Street, 14^th Floor, New York, NY, 10005-3509, (6.6667%) .

Administrative Shares: (1) First Republic Bank, Investment Division, 111 Pine Street, San Francisco, CA 94111-5602 (33.7914%); (2) Howard E. Davis & Elaine H. Davis Trustees O/T Davis Family, 1420 La Perla Avenue, Long Beach, CA, 90815-4131 (6.4546%) .

Participant Shares: (1) National Financial Services Corp For Exclusive Benefit of Our Customers, Attn.: Mutual Funds Dept., 5^th Floor, One World Financial Center, 200 Liberty St., New York, NY 10281–1003 (31.3419%); (2) Comerica Bank 1384, 201 W. Fort Street, 3^rd Floor, Detroit, MI 48226 (25.0222%) (3); First Republic Bank, Investment Division, 111 Pine Street, San Francisco, CA, 94111-5602, (18.2783%); (4) Pershing, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399-0002, (8.0425%); (5)The Addis Group, 2500 Renaissance Blvd., # 100, Kng of Prussa, PA, 19406-2639, (6.3704%) .

Dreyfus Treasury Cash Management

Institutional Shares: (1) Bost & Co., Attn: Cash Sweep, 3 Mellon Bank Center, Pittsburgh, PA, 15259-0001, (34.6759%); (2) Bank of New York, Hare & Co., 111 Sanderscreek Parkway, 2^nd Floor, E. Syracuse, NY, 13057-1381, (11.0378%), (3) California Bank & Trust, Cash Management Operations, 1655 W. Redondo Beach Blvd., 2^nd Floor, Gardena, CA, 90247-3241, (10.6018%); (4) Union Bank – F, Attn: Jeannie Chizek, P.O. Box 85602, San Diego, CA, 92186-5602, (8.0674%) .

Investor Shares: (1) Hare & Co., C/O Bank of New York, Short Term Investment Funds, 111 Sanderscreek Pkwy 2^nd Fl., E. Syracuse, NY 13057–1382 (48.6363%); (2) Zions First National Bank, Trust Department – Utah, P.O. Box 30880, Salt Lake City, UT 84130-0880, (25.6935%); (3) EGAP & Co., A Partnership, Attn.: Trust Operations, PO Box 820, Burlington, VT 05402–0820, (6.589%) (4) City National Bank, Fiduciary For Various Accounts, Attn: Richard Bolokowicz, P.O. Box 60520, Los Angeles, CA, 90060-0520, (5.374%) .

Administrative Shares: (1) Wells Fargo Brokerage Services LLC, Attn: Michelle Herrick, 608 2^nd Ave. S., Minneapolis, MN 55479-0001, (15.3726%) .

Participant Shares: (1) Laba & Co Inc., Corporate Trust Escrow Only, c/o Lasalle National Bank, PO Box 1443, Chicago, IL 60690-1443 (33.367%); (2) Zions First National Bank, Trust Operations Dept., PO Box 30880, Salt Lake City, UT 84130–0880 (22.2093%); (3) National Financial Services Corp For Exclusive Benefit of Our Customers, Attn.: Mutual Funds Dept., 5^th Floor, One World Financial Center, 200 Liberty St., New York, NY 10281–1003 (22.1698%); (4) Mellon Investor Services, FBO Microsoft/Placeware, Attn: Nancy Steinbach, Newport Office Center VII, 480 Washington Blvd., 24^th Floor, Jersey City, NJ, 07310-2053, (13.6168%); (5) Commerce Bank, Corporate Trust Services, 1701 RT. 70 East, Cherry Hill, NJ, 08003-2390, (5.6598%) .

Dreyfus Treasury Prime Cash Management

Institutional Shares: (1) Hare & Co., C/O Bank of New York, Short Term Investment Funds, 111 Sanderscreek Pkwy 2^nd Fl., E. Syracuse, NY 13057 – 1382 (23.1836%); (2) Banc of America Securities LLC, Money Market Funds Omnibus, 200 N College St, Fl 3, Charlotte, NC 28255-0001 (21.2297%); (3) Bost & Co., Attn: Cash Sweep, 3 Mellon Bank Center, Pittsburgh, PA, 15259-0001, (14.8977%); (4) Bank of the West, P.O. Bo 60078, Los Angeles, CA, 90060-0078, (5.697%) .

Investor Shares: (1) Hare & Co., C/O Bank of New York, Short Term Investment Funds, 111 Sanderscreek Pkwy 2^nd Fl., E. Syracuse, NY 13057 – 1382 (41.8057%); (2) Banc of America Securities LLC, Money Market Funds Omnibus, 200 N College St, Fl 3, Charlotte, NC 28255-0001 (14.4092%); (3) Saturn & Co., c/o Investors Bank & Trust Company, P.O. Box 9130, Boston, MA, 02117-9130, (8.8248%); (4) Piper Jaffray Special Custody A/C For The Exclusive Benefit Of Our Customers, Attn: Mutual Fund Operations, 800 Nicollet Mall, Minneapolis, MN, 55402-7000, (6.739%) .

Administrative Shares: (1) Donna Yi Annuity Trust, 70 Sunset Harbor, Newport Coast, CA, 92657-1706, (30.291%), (2) Trade Station Securities Inc., 8050 SW 10^th Street, Suite 2000, Plantation, FL, 33324-3205, (27.1533%); (3) Ship Yard Quarters Marina, LLC, Operating Account, 1 Pier 8, 13^th Street, Charlestown, MA, 02129, (24.8587%); (4) Chinyol & Donna Familytrust & Donna YI TTEE UA DTD 05/24/1995, Chinyol & Donna Familytrust, 20 Sunset Harbor, Newport Coast, CA 92657-1706 (10.9161%); (5) Martin Paltzer Niles Township, School Treasures Township, 41 North Range 13 East, 5407 Lincoln Ave., Skokie, IL, 60077, (5.1712%) .

Participant Shares: (1) First Republic Bank, Investment Division, 111 Pine Street, San Francisco, CA 94111–5602 (30.3967%); (2) Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399–0001 (12.8868%); (3) Morgan Keegan & Co., Inc., 50 Front St., Fl. 4, Memphis, TN 38103 –1175 (11.7859%); (4) Laba & Co., Corporate Trust Escrow Only, C/O La Salle National Bank, PO Box 1443, Chicago, IL 60690–1443 (6.4941%); (5) AC&T Co., Inc., PO Box 4217, Hagerstown, MD 21741-2417 (6.4903%) .

Dreyfus Municipal Cash Management Plus

Institutional Shares: (1) Boston &Co., Attn: Cash Sweep, 3 Mellon Bank Ctr., Pittsburgh, PA 15259–0001 (39.0021%); (2) Stifel Nicolaus & Co. Inc., for the Exclusive Benefit of Customers, 500 N. Broadway, St. Louis, MO 63102-2110 (8.1721%); (3)Wells Fargo Brokerage Services LLC, Attn: Michelle Herrick, 608 2^nd Ave. S., Minneapolis, MN 55479-0001 (6.6081%) .

Investor Shares: (1) Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399–0001 (74.6562%); (2) PFF Bank & Trust, Trusttee, Attn: William Steinwart, 350 S Garey Ave., Pomona, CA 91766-1722 (9.2378%) .

Administrative Shares: (1) Morgan Keegan & Co., Inc., 50 Front St., Fl. 4, Memphis, TN 38103–1175 (76.2076%); (2) Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399–0001 (8.81586%); (3) Bear Stearns & Co. (GAMA), 1 Metrotech Center North, Brooklyn, NY 11201-3870 (5.2142%) .

Participant Shares: (1) Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399–0001 (61.694%); (2) PFPC FBO Nationwide Best of America Advisory Services Program, 760 Moore Rd, King of Prussia, PA 19406-1212 (34.023%) .

Dreyfus Tax Exempt Cash Management

Institutional Shares: (1) Hare & Co., C/O Bank of New York, Short Term Investment Funds, 111 Sanderscreek Pkwy 2^nd Fl., E. Syracuse, NY 13057-1382 (13.1448%); (2) Boston Safe Deposit & Trust Co. P.O. Box 534005, Pittsburgh, PA 15253-4005 (8.689%); (3) Bowen David & Co., Attn: Kenneth J. Blaney; 175 Federal Street; Boston, MA 02110-2210 (8.1683%); (4) Wells Fargo Brokerage Securities LLC, Attn: Michelle Herrick, 608 2^nd Ave S, Minneapolis, MN 55479-0001; (5) Bear Stearns & Co. (GAMA), 1 Metrotech Center North, Brooklyn, NY 11201-3870 (6.1386%) .

Investor Shares: (1) Hare & Co., C/O Bank of New York, Short Term Investment Funds, 111 Sanderscreek Pkwy 2^nd Fl., E. Syracuse, NY 13057–1382 (43.4916%); (2) Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399 – 0001 (32.4909%); (3) Banc of America Securities LLC, Money Market Funds Omnibus, 200 N. College St., Fl 3, Charlotte, NC 28255-0001 (6.5721%); (4) Citizens Investment Services Corp - Sweep PA Citizens Bank, Cash Mgmt Oper., Attn: Carole Strynar, 1 Citizens Dr., Mail Stop ROP 140, Riverside, RI 02915–3019 (5.69487%) .

Administrative Shares: (1) Robert W. Baird & Co., Omnibus Account for the Exclusive Benefit of Customers, PO Box 672, Milwaukee, WI 53201–0672 (42.8874%); (2) Laba & Co., C/O La Salle National Bank, PO Box 1443, Chicago, IL 60690 – 1443 (15.7567%); (3) Wells Fargo Brokerage Services LLC, 608 2^nd Ave. S., Minneapolis, MN 55479-0001 (14.9507%); (4) Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399 – 0001 (14.1215%) .

Participant Shares: (1) Saturn & Co., C/O Investors Bank & Trust Company, PO Box 9130, Boston, MA 02117 – 9130 (58.4145%); (2) Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399 – 0001 (15.8559%) .

Dreyfus New York Municipal Cash Management

Institutional Shares: (1) Hare & Co., C/O Bank of New York, Short Term Investment Funds, 111 Sanderscreek Pkwy 2^nd Fl., E. Syracuse, NY 13057–1382 (63.331%); (2)

Bear Stearns & Co. (GAMA), 1 Metrotech Center North, Brooklyn, NY 11201-3870 (15.8885%) .

Investor Shares: (1) Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399 – 0001 (72.9749%); (2) Hudson Valley Bank, 21 Scarsdale Rd, Yonkers, NY 10707-3204 (16.5593%); Marital Trust U/W/O Beatrice Snyder; C/O Harold Snyder, 1965 Broadway Apt 21 B, New York, New York 10023-5979 (6.7396%) .

Administrative Shares: (1) Pershing, Cash Management Services, One Pershing Plaza, Harborside III, 6^th Floor, Jersey City, NJ 07399 – 0001 (88.281%) .

Participant Shares: (1) Brown Harris Stevens AAF As Agent for 755 Park Ave Corp/Gym, 770 Lexington Ave, New York, NY 10021-8165 (25.383%); (2) Brown Harris Stevens AAF, 151 E 79^th St. Corp, Attn: Ester Bourne, 770 Lexington Ave, New York, NY 10021-8165 (16.2704%); (3) Brown Harris Stevens AAF, 150 East 73^rd St. Corp., 770 Lexington Ave, New York, NY 10021-8165 (10.7868%); (4) L.R.K. Savings LP, C/O John A. Levin & Co., Inc., 1 Rockefeller Plaza, 25^th fl, New York, NY 10020-2020 (10.3531%); (5) Carol L. Novak, 201 E. 25^th Street, Apt. 15F, New York, NY 10010-3008 (10.1788%); (6) Glenn A Aigen & Melissa E Aigen JTWROS, 27 Summit Road, Port Washington, NY 11050-3315 (8.1488%); (7) Brown Harris Stevens AAF, 47 E. 88^th Tenants Corporation, 770 Lexington Ave, New York, NY 10021-8165 (7.0868%); (8) Charles B. Hochman & Fredrica Hochman JTWROS, 30 E 65^th PH B, New York, NY 10021-7013 (5.5357%) .

Dreyfus Government Cash Management Funds
PART C. OTHER INFORMATION
_________________________

Item 24. Exhibits - List

(a) Registrant's Amended and Restated Agreement and Declaration of Trust is incorporated by reference to

Exhibit (1) of Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A, filed on

September 30, 1993. Articles of Amendment dated February 18, 1998 is incorporated by reference to

Exhibit (1) of Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A, filed on

May 29, 1998.

(b) Registrant's By-Laws.

(d) Management Agreement, as revised, is incorporated by reference to Exhibit (5) of Post-Effective

Amendment No. 25 to the Registration Statement on Form N-1A, filed on May 29, 1998.

(e) Distribution Agreement is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 29

to the Registration Statement on Form N-1A, filed on May 29, 2001. Forms of Service Agreement are

incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 28 to the Registration

Statement on Form N-1A, filed on May 25, 2000.

(g)(1) Amended and Restated Custody Agreement is incorporated by reference to Exhibit (8)(a) of Post-

Effective Amendment No. 17 to the Registration Statement on Form N-1A, filed on October 25, 1995.

(g)(2) Sub-Custodian Agreement is incorporated by reference to Exhibit (8)(b) of Post-Effective Amendment

No. 17 to the Registration Statement on Form N-1A, filed on October 25, 1995.

(h) Shareholder Services Plan, as revised, is incorporated by reference to Exhibit (9) of Post-Effective

Amendment No. 25 to the Registration Statement on Form N-1A, filed on May 29, 1998.

(i) Opinion and consent of Registrant's counsel is incorporated by reference to Exhibit (10) of Post-Effective

Amendment No. 17 to the Registration Statement on Form N-1A, filed on October 25, 1995.

(j) Consent of Independent Registered Public Accounting Firm.

(m) Rule 12b-1 Service Plan, as amended is incorporated by reference to Exhibit (m) of Post-Effective

Amendment No. 28 to the Registration Statement on Form N-1A, filed on May 25, 2000.

(o) Rule 18f-3 Plan, as revised, is incorporated by reference to Exhibit (18) of Post-Effective Amendment

No. 25 to the Registration Statement on Form N-1A, filed on May 29, 1998.

(p) Code of Ethics is incorporated by reference to Exhibit (p) of Post-Effective Amendment No. 34 to the

Registration Statement on Form N-1A, filed on May 27, 2005.

		Other Exhibits



		(b) Certificate of Assistant Secretary.



Item 24.		Persons Controlled by or under Common Control with Registrant.


		Not Applicable



Item 25.		Indemnification


		Reference is made to Article EIGHT of the Registrant's Amended and Restated Agreement and Declaration
		of Trust previously filed as Exhibit 1 to Post-Effective Amendment No. 12 to the Registration Statement on
		Form N-1A on September 30, 1993. The application of these provisions is limited by Article 10 of the
		Registrant's By-Laws, as amended, filed as Exhibit (b) to this Post-Effective Amendment No. 28; and by the
		following undertaking set forth in the rules promulgated by the Securities and Exchange Commission:
		Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
		trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
		the registrant has been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is, therefore, unenforceable.

		In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
		of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful
		defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in
		connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
		matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
		whether such indemnification by it is against public policy as expressed in such Act and will be governed by
		the final adjudication of such issue.

		Reference is also made to the Distribution Agreement filed as Exhibit (e) of this Post-Effective Amendment
		No. 29.


Item 26.		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
		and manager 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 a registered broker-dealer and distributor of other
		investment companies advised and administered by Dreyfus.

ITEM 26.		Business and Other Connections of Investment Adviser (continued)

		Officers and Directors of Investment Adviser

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates

Jonathan Baum	Scudder Investments	Chief Operating Officer	7/02 – 1/05
Vice Chair – Distribution	345 Park Avenue
	New York, New York 10154

	Scudder Distributors, Inc.	President	7/02 – 1/05
	345 Park Avenue	Chief Executive Officer	7/02 – 1/05
	New York, New York 10154

Stephen R. Byers	Lighthouse Growth Advisors LLC⁺⁺	Member, Board of	9/02 – 9/05
Director, Vice Chair and		Managers
Chief Investment Officer

	Dreyfus Service Corporation⁺⁺	Senior Vice President	3/00 - Present

	Founders Asset Management,	Member, Board of	6/02 – Present
	LLC^****	Managers

	Dreyfus Investment Advisors,	Chief Investment Officer	2/02 - 7/05
	Inc. ⁺⁺	Director	2/02 - 7/05

Stephen E. Canter	Mellon Financial Corporation⁺	Vice Chairman	6/01 – Present
Chair of the Board and
Chief Executive Officer	Mellon Bank, N.A.⁺	Vice Chairman	6/01 - Present


	Standish Mellon Asset Management	Board Manager	7/03 – Present
	Company, LLC*

	Newton Management Limited	Director	2/99 – Present
	London, England

	Mellon Equity Associates, LLP⁺	Executive Committee	1/99 – Present
		Member

	Franklin Portfolio Associates,	Director	2/99 – Present
	LLC^*

	Franklin Portfolio Holdings, Inc.^*	Director	2/99 – Present

	TBCAM Holdings, LLC^*	Director	2/99 – Present

	Mellon Capital Management	Director	1/99 – Present
	Corporation^***

	Founders Asset Management LLC^****	Member, Board of	12/97 - Present
		Managers
		President	4/06 – Present
		Chief Executive Officer	4/06 – Present

	Dreyfus Founders Funds, Inc.^****	President	4/06 – Present
		Principal Executive	4/06 – Present
		Officer

C-4

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates

	The Dreyfus Trust Company⁺⁺⁺	Director	6/95 - Present
		Chairman	1/99 - Present
		President	1/99 - Present
		Chief Executive Officer	1/99 - Present

J. Charles Cardona	Dreyfus Investment Advisors,	Chairman of the Board	2/02 - 7/05
Director and Vice Chair	Inc.⁺⁺
	Boston Safe Advisors, Inc.⁺⁺	Director	10/01 - 5/05

	Dreyfus Service Corporation⁺⁺	Executive Vice President	2/97 - Present
		Director	8/00 - Present

Diane P. Durnin	Seven Six Seven Agency, Inc. ⁺⁺	Director	4/02 - 6/05
Vice Chair and Director

Thomas F. Eggers	Dreyfus Service Corporation⁺⁺	Chairman	4/05 - Present
President, Chief Operating		Chief Executive Officer	4/05 - Present
Officer and Director
	Dreyfus Service Organization⁺⁺	Director	4/05 - Present

	Founders Asset Management LLC^****	Member, Board of	4/05 - Present
		Managers

	Lighthouse Growth Advisers LLC⁺⁺	Member, Board of	4/05 - 9/05
		Managers

	Seven Six Seven Agency, Inc.⁺⁺	Director	6/05 - Present

	Scudder Investments, Inc.	President	5/02 - 3/05
	345 Park Avenue	Chief Executive Officer	5/02 - 3/05
	New York, NY 10154

	Scudder Distributors, Inc.	Chairman	5/02 - 3/05
	345 Park Avenue
	New York, NY 10154

Steven G. Elliott	Mellon Financial Corporation⁺	Director	1/01 - Present
Director		Senior Vice Chairman	1/99 - Present

	Mellon Bank, N.A.⁺	Director	1/01 - Present
		Senior Vice Chairman	3/98 – Present

	Mellon Financial Services	Director	1/96 - Present
	Corporation #1	Vice President	1/96 - Present
	Mellon Bank Center, 8^thFloor
	1735 Market Street
	Philadelphia, PA 19103

	Allomon Corporation	Director	12/87 - Present
	Two Mellon Bank Center
	Pittsburgh, PA 15259

	Mellon Funding Corporation⁺	Director	8/87 – Present

	Mellon Ventures, Inc. ⁺	Director	1/99 – Present

C-5

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates

Robert P. Kelley	Mellon Financial Corporation⁺	Chairman	2/06 – Present
Director		President	2/06 – Present
		Chief Executive Officer	2/06 – Present
		Executive Committee
		Member	2/06 – Present

	Mellon Bank, N.A. ⁺	Chairman	2/06 – Present
		President	2/06 – Present
		Chief Executive Officer	2/06 – Present
		Executive Committee
		Member	2/06 – Present

	The Cadillac Fairview	Board Member	3/00 – Present
	Corporation Limited
	20 Queen Street West
	Toronto, Ontario M5H 3R4

	Wachovia Corporation	Chief Financial Officer	11/00 – 2/06
	301 South College Street
	One Wachovia Center
	Charlotte, North Carolina 28288

David F. Lamere	Mellon Financial Corporation ⁺	Vice Chairman	9/01 – Present
Director
	Wellington-Medford II Properties, Inc.	President and Director	2/99 – Present
	Medford, MA

	TBC Securities Co., Inc.	President and Director	2/99 – Present
	Medford, MA

	The Boston Company, Inc. ^*	Chairman & CEO	1/99 – Present

	Mellon Trust of New England, N.A.^*	Chairman & CEO	1/99 – Present

	Newton Management Limited	Director	10/98 - Present
	London, England

	Laurel Capital Advisors, LLP⁺	Executive Committee	8/98 – Present
		Member

	Mellon Bank, N.A. ⁺	Vice Chairman	9/01 - Present
		Exec. Management	8/01 - Present
		Group

	Mellon United National Bank	Director	11/98 - Present
	2875 Northeast 191^stStreet,
	North Miami, FL 33180

	Mellon Global Investing Corp.⁺	President	1/00 - Present

Ronald P. O’Hanley	Mellon Financial Corporation⁺	Vice Chairman	6/01 - Present
Director

	Mellon Bank, N.A. ⁺	Vice Chairman	6/01 – Present

	TBC General Partner, LLC^*	President	7/03 - Present

C-6

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates

	Standish Mellon Asset Management	Board Member	7/01 – Present
	Company, LLC
	One Financial Center
	Boston, MA 02211

	Franklin Portfolio Holdings, LLC^*	Director	12/00 - Present

	Franklin Portfolio Associates,	Director	4/97 – Present
	LLC^*

	Pareto Partners (NY)	Partner Representative	2/00 – Present
	505 Park Avenue
	NY, NY 10022

	Buck Consultants, Inc.⁺⁺	Director	7/97 – Present

	Newton Management Limited	Executive Committee	10/98 - Present
	London, England	Member
		Director	10/98 - Present

	Mellon Global Investments Japan Ltd.	Non-Resident Director	11/98 - 4/06
	Tokyo, Japan

	TBCAM Holdings, LLC^*	Director	1/98 – Present

	Fixed Income (MA) Trust^*	Trustee	6/03 – Present

	Fixed Income (DE) Trust^*	Trustee	6/03 – Present

	Pareto Partners	Partner Representative	5/97 – Present
	271 Regent Street
	London, England W1R 8PP

	Mellon Capital Management	Director	2/97 – Present
	Corporation^***

	Mellon Equity Associates, LLP⁺	Executive Committee	1/98 – Present
		Member
		Chairman	1/98 - Present

	Mellon Global Investing Corp.^*	Director	5/97 – Present
		Chairman	5/97 - Present
		Chief Executive Officer	5/97 - Present

J. David Officer	Dreyfus Service Corporation⁺⁺	President	3/00 - Present
Vice Chair and Director		Director	3/99 - Present

	MBSC, LLC⁺⁺	Manager, Board of	4/02 - Present
		Managers
		President	4/02 – Present

	Boston Safe Advisors, Inc. ⁺⁺	Director	10/01 - 5/05

	Dreyfus Transfer, Inc. ⁺⁺	Chairman and Director	2/02 - Present

	Dreyfus Service Organization,	Director	3/99 - Present
	Inc.⁺⁺

C-7

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates

	Dreyfus Insurance Agency of	Director	5/98 - 10/04
	Massachusetts, Inc.⁺⁺


	Seven Six Seven Agency, Inc.⁺⁺	Director	10/98 - 6/05

	Mellon Residential Funding Corp. ⁺	Director	4/97 - Present

	Mellon Bank, N.A.⁺	Executive Vice President	2/94 - Present

	Laurel Capital Advisors⁺	Chairman	1/05 - Present
		Chief Executive Officer	1/05 - Present

	Mellon United National Bank	Director	3/98 - Present
	1399 SW 1^stAve., Suite 400
	Miami, Florida

Mark N. Jacobs	Dreyfus Investment	Director	4/97 - 7/05
General Counsel,	Advisors, Inc.⁺⁺
Executive Vice President, and
Secretary
	The Dreyfus Trust Company⁺⁺⁺	Director	3/96 - Present

	The TruePenny Corporation⁺⁺	President	10/98 - 11/04
		Director	3/96 - 11/04

Patrice M. Kozlowski	None
Senior Vice President –
Corporate
Communications

Gary Pierce	Lighthouse Growth Advisors LLC⁺⁺	Member, Board of	7/05 - 9/05
Controller		Managers
		Vice President and	7/05 - 9/05
		Treasurer

	The Dreyfus Trust Company⁺⁺⁺	Chief Financial Officer	7/05 - Present
		Treasurer	7/05 - Present

	MBSC, LLC⁺⁺	Chief Financial Officer	7/05 - Present
		Manager, Board of	7/05 - Present
		Managers

	Dreyfus Service Corporation⁺⁺	Director	7/05 - Present
		Chief Financial Officer	7/05 - Present
		Senior Vice President -	1/05 - 7/05
		Finance
		Vice President - Finance	3/03 - 1/05

	Dreyfus Consumer Credit	Treasurer	7/05 - Present
	Corporation ⁺⁺

	Dreyfus Transfer, Inc. ⁺⁺	Chief Financial Officer	7/05 - Present

	Dreyfus Service	Treasurer	7/05 - Present
	Organization, Inc.⁺⁺

	Seven Six Seven Agency, Inc. ⁺⁺	Treasurer	4/99 - Present

C-8

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates

Joseph W. Connolly	The Dreyfus Family of Funds⁺⁺	Chief Compliance	10/04 - Present
Chief Compliance Officer		Officer
	The Mellon Funds Trust⁺⁺	Chief Compliance	10/04 - Present
		Officer
	Dreyfus Investment Advisors, Inc.⁺⁺	Chief Compliance	10/04 - 7/05
		Officer
	Lighthouse Growth Advisors, LLC ⁺⁺	Chief Compliance	10/04 - 9/05
		Officer
	MBSC, LLC⁺⁺	Chief Compliance	10/04 - Present
		Officer
	Dreyfus Service Corporation⁺⁺	Chief Compliance	10/04 - Present
		Officer
	Boston Safe Advisors⁺⁺	Chief Compliance	10/04 - 5/05
		Officer
Lisa A. Fox	Mellon Bank, N.A. ⁺	Vice President	10/01 - Present
Vice President -
Human Resources

Anthony Mayo	None
Vice President -
Information Systems

Theodore A. Schachar	Lighthouse Growth Advisors LLC⁺⁺	Assistant Treasurer	9/02 - 9/05
Vice President – Tax
	Dreyfus Service Corporation⁺⁺	Vice President - Tax	10/96 - Present

	MBSC, LLC⁺⁺	Vice President - Tax	4/02 – Present

	The Dreyfus Consumer Credit	Chairman	6/99 - Present
	Corporation ⁺⁺	President	6/99 - Present

	Dreyfus Investment Advisors,	Vice President - Tax	10/96 - 7/05
	Inc.⁺⁺
	Dreyfus Service Organization,	Vice President - Tax	10/96 - Present
	Inc.⁺⁺

Alex G. Sciulli	AFCO Acceptance Corp.	Vice President	05/94 – Present
Vice President	110 William Street
	29^thFloor
	New York, NY 10038-3901

	AFCO Credit Corp.	Vice President	05/94 – Present
	110 William Street
	29^thFloor
	New York, NY 10038-3901

	The Boston Company, Inc.^*	Vice President	09/01 - Present

	Dreyfus Service Corporation⁺⁺	Vice President	11/01 - Present

	Dreyfus Transfer. Inc.⁺⁺	Vice President	11/01 - Present

	Founders Asset Management LLC^****	Authorized Agent	12/01 - Present

	Franklin Portfolio Associates LLC^*	Vice President	06/01 - Present

	Franklin Portfolio Holdings LLC^*	Vice President	06/01 - Present

C-9

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
	Mellon Bank, N.A.⁺	Senior Vice President	08/01 - Present

	Mellon HR Solutions LLC	Vice President	06/02 – Present
	2100 N. Central Road
	Fort Lee, NJ 07024
	Mellon Human Resources & Investor	Vice President	03/04 – Present
	Solutions, Inc.⁺
	Mellon Private Trust Company, N.A.^*	Vice President for	08/01 – Present
		Facilities
	Mellon Trust of California	Vice President for	08/01 – Present
		Facilities
	Mellon Trust of New England, N.A.*	Vice President	09/03 – Present
	Mellon Trust of New York, LLC	Vice President for	08/01 – Present
		Facilities
	Mellon Trust of Washington	Vice President for	08/01 – Present
		Facilities
	Mellon United National Bank	Vice President	09/01 – Present
	Mellon Financial Tower
	111 Brickell Avenue
	Miami, FL 33131
	Standish Mellon Asset Management	Vice President	10/01 – Present
	LLC
	One Financial Center
	Boston, MA 02210
	Katrena Corporation⁺	Vice President	08/01 - Present
	Laurel Capital Advisors, LLP*	Vice President	08/01 - Present
	MBC Investments Corporation⁺	Vice President	08/01 - Present
	MFS Leasing Corp. ⁺	Vice President	08/01 - Present
	MMIP, LLC⁺	Vice President	08/01 - Present
	Mellon Capital Management	Vice President	08/01 - Present
	Corporation***
	Mellon Equity Associates, LLP⁺	Vice President	08/01 - Present
	Mellon Financial Markets, LLC⁺	Vice President	08/01 - Present
	Mellon Financial Services	Vice President	08/01 - Present
	Corporation #1⁺
	Mellon Financial Services	Vice President	08/01 - Present
	Corporation #4⁺
	Mellon Funding Corporation⁺	Vice President	08/01 - Present
	Mellon Insurance Agency, Inc. ⁺	Vice President	08/01 - Present

C-10

Name and Position
With Dreyfus	Other Businesses	Position Held	Dates
	Mellon International Investment	Vice President	08/01 - Present
	Corporation⁺
	Mellon International Leasing Company⁺	Vice President	08/01 - Present
	Mellon Leasing Corporation⁺	Vice President	08/01 - Present
	Mellon Overseas Investment	Vice President	08/01 - Present
	Corporation⁺
	Mellon Trust Company of Illinois⁺	Vice President	08/01 - Present
	Mellon VA Partners, LLC⁺	Vice President	08/01 - Present
	Mellon Ventures, Inc. ⁺	Vice President	08/01 - Present
	Pontus, Inc. ⁺	Vice President	08/01 - Present
	Texas AP, Inc. ⁺	Vice President	08/01 - Present
Wendy Strutt	Boston Safe Advisers, Inc.	Chief Operating Officer	3/03 - 5/05
Vice President
James Bitetto	The TruePenny Corporation⁺⁺	Secretary	9/98 - 11/04
Assistant Secretary
	Dreyfus Service Corporation⁺⁺	Assistant Secretary	8/98 - Present
	Dreyfus Investment	Assistant Secretary	7/98 - 7/05
	Advisors, Inc.⁺⁺
	Dreyfus Service	Secretary	8/05 - Present
	Organization, Inc.⁺⁺
		Assistant Secretary	7/98 - 8/05
	The Dreyfus Consumer Credit	Vice President and	2/02 - Present
	Corporation⁺⁺	Director

^*		The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
^**		The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
^***		The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
^****		The address of the business so indicated is 2930 East Third Avenue, Denver, Colorado 80206.
⁺		The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
⁺⁺		The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
⁺⁺⁺		The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.

Item 27. Principal Underwriters

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

1.		CitizensSelect Funds
2.		Dreyfus A Bonds Plus, Inc.
3.		Dreyfus Appreciation Fund, Inc.
4.		Dreyfus Balanced Fund, Inc.
5.		Dreyfus BASIC Money Market Fund, Inc.
6.		Dreyfus BASIC U.S. Mortgage Securities Fund
7.		Dreyfus BASIC U.S. Government Money Market Fund
8.		Dreyfus Bond Funds, Inc.
9.		Dreyfus California Intermediate Municipal Bond Fund
10.		Dreyfus California Tax Exempt Money Market Fund
11.		Dreyfus Cash Management
12.		Dreyfus Cash Management Plus, Inc.
13.		Dreyfus Connecticut Intermediate Municipal Bond Fund
14.		Dreyfus Connecticut Municipal Money Market Fund, Inc.
15.		Dreyfus Fixed Income Securities
16.		Dreyfus Florida Intermediate Municipal Bond Fund
17.		Dreyfus Florida Municipal Money Market Fund
18.		Dreyfus Founders Funds, Inc.
19.		The Dreyfus Fund Incorporated
20.		Dreyfus GNMA Fund, Inc.
21.		Dreyfus Growth and Income Fund, Inc.
22.		Dreyfus Growth and Value Funds, Inc.
23.		Dreyfus Growth Opportunity Fund, Inc.
24.		Dreyfus Index Funds, Inc.
25.		Dreyfus Institutional Cash Advantage Funds
26.		Dreyfus Institutional Money Market Fund
27.		Dreyfus Institutional Preferred Money Market Funds
28.		Dreyfus Insured Municipal Bond Fund, Inc.
29.		Dreyfus Intermediate Municipal Bond Fund, Inc.
30.		Dreyfus International Funds, Inc.
31.		Dreyfus Investment Grade Funds, Inc.
32.		Dreyfus Investment Portfolios
33.		The Dreyfus/Laurel Funds, Inc.
34.		The Dreyfus/Laurel Funds Trust
35.		The Dreyfus/Laurel Tax-Free Municipal Funds
36.		Dreyfus LifeTime Portfolios, Inc.
37.		Dreyfus Liquid Assets, Inc.
38.		Dreyfus Massachusetts Intermediate Municipal Bond Fund
39.		Dreyfus Massachusetts Municipal Money Market Fund
40.		Dreyfus Midcap Index Fund, Inc.
41.		Dreyfus Money Market Instruments, Inc.
42.		Dreyfus Municipal Bond Fund, Inc.
43.		Dreyfus Municipal Cash Management Plus
44.		Dreyfus Municipal Funds, Inc.
45.		Dreyfus Municipal Money Market Fund, Inc.
46.		Dreyfus New Jersey Intermediate Municipal Bond Fund

47.		Dreyfus New Jersey Municipal Money Market Fund, Inc.
48.		Dreyfus New York Municipal Cash Management
49.		Dreyfus New York Tax Exempt Bond Fund, Inc.
50.		Dreyfus New York Tax Exempt Intermediate Bond Fund
51.		Dreyfus New York Tax Exempt Money Market Fund
52.		Dreyfus U.S. Treasury Intermediate Term Fund
53.		Dreyfus U.S. Treasury Long Term Fund
54.		Dreyfus 100% U.S. Treasury Money Market Fund
55.		Dreyfus Pennsylvania Intermediate Municipal Bond Fund
56.		Dreyfus Pennsylvania Municipal Money Market Fund
57.		Dreyfus Premier California Tax Exempt Bond Fund, Inc.
58.		Dreyfus Premier Equity Funds, Inc.
59.		Dreyfus Premier Fixed Income Funds
60.		Dreyfus Premier International Funds, Inc.
61.		Dreyfus Premier GNMA Fund
62.		Dreyfus Premier Manager Funds I
63.		Dreyfus Premier Manager Funds II
64.		Dreyfus Premier Municipal Bond Fund
65.		Dreyfus Premier New Jersey Municipal Bond Fund, Inc.
66.		Dreyfus Premier New Leaders Fund, Inc.
67.		Dreyfus Premier New York Municipal Bond Fund
68.		Dreyfus Premier Opportunity Funds
69.		Dreyfus Premier State Municipal Bond Fund
70.		Dreyfus Premier Stock Funds
71.		The Dreyfus Premier Third Century Fund, Inc.
72.		The Dreyfus Premier Value Equity Funds
73.		Dreyfus Premier Worldwide Growth Fund, Inc.
74.		Dreyfus Short-Intermediate Government Fund
75.		Dreyfus Short-Intermediate Municipal Bond Fund
76.		The Dreyfus Socially Responsible Growth Fund, Inc.
77.		Dreyfus Stock Index Fund, Inc.
78.		Dreyfus Tax Exempt Cash Management
79.		Dreyfus Treasury Cash Management
80.		Dreyfus Treasury Prime Cash Management
81.		Dreyfus Variable Investment Fund
82.		Dreyfus Worldwide Dollar Money Market Fund, Inc.
83.		General California Municipal Money Market Fund
84.		General Government Securities Money Market Funds, Inc.
85.		General Money Market Fund, Inc.
86.		General Municipal Money Market Funds, Inc.
87.		General New York Municipal Bond Fund, Inc.
88.		General New York Municipal Money Market Fund
89.		Mellon Funds Trust

(b)

Name and principal		Positions and Offices
business address	Positions and offices with the Distributor	with Registrant
Thomas F. Eggers *	Chief Executive Officer and Chairman of the Board	None
J. David Officer *	President and Director	None
J. Charles Cardona *	Executive Vice President and Director	Executive Vice
		President
Prasanna Dhore *	Executive Vice President	None
William H. Maresca *	Executive Vice President	None
James Neiland*	Executive Vice President	None
Irene Papadoulis **	Executive Vice President and Director	None
Noreen Ross *	Executive Vice President	None
Richard Sabo ***	Executive Vice President	None
Bret Young *	Executive Vice President and Director	None
Gary Pierce *	Chief Financial Officer and Director	None
Ken Bradle **	Senior Vice President	None
Stephen R. Byers *	Senior Vice President	Executive Vice
		President
Sue Ann Cormack **	Senior Vice President	None
Matthew Perrone **	Senior Vice President	None
Bradley J. Skapyak *	Senior Vice President	None
Michael Schuermann **	Senior Vice President	None
Jane Knight *	Chief Legal Officer and Secretary	None
Joseph W. Connolly*	Chief Compliance Officer	Chief Compliance
		Officer
Stephen Storen *	Chief Compliance Officer	None
Lisa A. Fox *	Vice President	None
Maria Georgopoulos *	Vice President – Facilities Management	None
William Germenis *	Vice President – Compliance	Anti-Money Laundering
		Compliance Officer
Tracy Hopkins *	Vice President	None
Mary Merkle *	Vice President – Compliance	None
Paul Molloy *	Vice President	None
James Muir *	Vice President – Compliance	None
Anthony Nunez *	Vice President – Finance	None
David Ray ***	Vice President	None
Theodore A. Schachar *	Vice President – Tax	None
William Schalda *	Vice President	None
Alex G. Sciulli****	Vice President	None
John Shea*	Vice President – Finance	None
Susan Verbil*	Vice President – Finance	None
William Verity*	Vice President – Finance	None
James Windels *	Vice President	Treasurer
James Bitetto *	Assistant Secretary	Vice President and
		Assistant Secretary
Ken Christoffersen ***	Assistant Secretary	None
Ronald Jamison *	Assistant Secretary	None
Sarrita Cypress *	Assistant Secretary	None

*	Principal business address is 200 Park Avenue, New York, NY 10166.

**	Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144.

***	Principal business address is 210 University Blvd., Suite 800, Denver, CO 80206

****	Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258.

Item 28. Location of Accounts and Records

1.		The Bank of New York
		One Wall Street
		New York, New York 10286

2.		DST Systems, Inc.
		1055 Broadway
		Kansas City, MO 64105

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

Item 29.		Management Services
		Not Applicable
Item 30.		Undertakings
		None

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 30th day of May, 2006.

DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS

BY:		/s/Stephen E. Canter*
		----------------------------------
		Stephen E. Canter, PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, 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/ Stephen E. Canter*	President (Principal Executive	05/30/06
----------------------------	Officer)
Stephen E. Canter

/s/James Windels*	Treasurer	05/30/06
----------------------------	(Principal Financial Officer)
James Windels

/s/Joseph S. DiMartino*	Trustee	05/30/06
----------------------------
Joseph S. DiMartino

/s/David W. Burke*	Trustee	05/30/06
----------------------------
David W. Burke

/s/Isabel P. Dunst*	Trustee	05/30/06
----------------------------
Isabel P. Dunst

/s/Lyle E. Gramley*	Trustee	05/30/06
----------------------------
Lyle E. Gramley

/s/Warren B. Rudman*	Trustee	05/30/06
----------------------------
Warren B. Rudman

*BY:
		/s/John B. Hammalian*
		----------------------------
		John B. Hammalian,
		Attorney-in-Fact

EXHIBIT INDEX

Item No. 23		Document
(b)		Registrant's By-Laws.
(j)		Consent of Independent Registered Public Accounting Firm

Other Exhibits


(b)		Certificate of Assistant Secretary.

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. 35		[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		[X]
Amendment No. 35		[X]
(Check appropriate box or boxes.)
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
(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
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)

Item 24.		Exhibits - List


(a)		Registrant's Amended and Restated Agreement and Declaration of Trust is incorporated by reference to
		Exhibit (1) of Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A, filed on
		September 30, 1993. Articles of Amendment dated February 18, 1998 is incorporated by reference to
		Exhibit (1) of Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A, filed on
		May 29, 1998.

(b)		Registrant's By-Laws.

(d)		Management Agreement, as revised, is incorporated by reference to Exhibit (5) of Post-Effective
Amendment No. 25 to the Registration Statement on Form N-1A, filed on May 29, 1998.

(e)		Distribution Agreement is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 29
		to the Registration Statement on Form N-1A, filed on May 29, 2001. Forms of Service Agreement are
		incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 28 to the Registration
		Statement on Form N-1A, filed on May 25, 2000.

(g)(1)		Amended and Restated Custody Agreement is incorporated by reference to Exhibit (8)(a) of Post-
		Effective Amendment No. 17 to the Registration Statement on Form N-1A, filed on October 25, 1995.

(g)(2)		Sub-Custodian Agreement is incorporated by reference to Exhibit (8)(b) of Post-Effective Amendment
		No. 17 to the Registration Statement on Form N-1A, filed on October 25, 1995.

(h)		Shareholder Services Plan, as revised, is incorporated by reference to Exhibit (9) of Post-Effective
Amendment No. 25 to the Registration Statement on Form N-1A, filed on May 29, 1998.

(i)		Opinion and consent of Registrant's counsel is incorporated by reference to Exhibit (10) of Post-Effective
		Amendment No. 17 to the Registration Statement on Form N-1A, filed on October 25, 1995.

(j)		Consent of Independent Registered Public Accounting Firm.

(m)		Rule 12b-1 Service Plan, as amended is incorporated by reference to Exhibit (m) of Post-Effective
Amendment No. 28 to the Registration Statement on Form N-1A, filed on May 25, 2000.

(o)		Rule 18f-3 Plan, as revised, is incorporated by reference to Exhibit (18) of Post-Effective Amendment
		No. 25 to the Registration Statement on Form N-1A, filed on May 29, 1998.

(p)		Code of Ethics is incorporated by reference to Exhibit (p) of Post-Effective Amendment No. 34 to the
		Registration Statement on Form N-1A, filed on May 27, 2005.