DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
ASSISTANT SECRETARY'S CERTIFICATE
I, Jeff Prusnofsky, Assistant Secretary of Dreyfus Institutional Preferred Money
Market Fund (the "Fund"), hereby certify that set forth below is a copy of the
resolutions adopted by the Board of Trustees of the Fund by Unanimous Written
Consent dated March 7, 2000 as if adopted by the affirmative vote of the Board
of Trustees at a duly constituted meeting and that such resolutions have not
been modified or rescinded and remain in full force and effect on the date
hereof, with the exception that Mark Kornfeld, Assistant General Counsel,
resigned his position as of April 10, 2000:
RESOLVED, that the persons listed on Appendix A hereto are hereby
elected to the offices set forth opposite their respective names, to
serve as officers for the Fund indicated thereon, at the pleasure of
the Board; and it was further
RESOLVED, that such persons shall begin to serve as officers of the
Fund effective on the date the Distribution Agreement between the
Fund and Dreyfus Service Corporation becomes effective; and it was
further
RESOLVED, that the Registration Statement and any and all amendments
and supplements thereto may be signed by any one of Mark N. Jacobs,
Steven Newman, Michael Rosenberg, John Hammalian, Jeff Prusnofsky,
Robert Mullery, Janette Farragher and Mark Kornfeld, as the
attorney-in-fact for the proper officers of the Fund, with full
power of substitution and resubstitution; and that the appointment
of each of such persons as such attorney-in-fact hereby is
authorized and approved; and that such attorneys-in-fact, and each
of them, shall have full power and authority to do and perform each
and every act and thing requisite and necessary to be done in
connection with such Registration Statement and any and all
amendments and supplements thereto, as whom he or she is acting as
attorney-in-fact, might or could do in person.
IN WITNESS WHEREOF, I have hereunto signed by name and affixed the seal of
the Fund on July 27, 2000.
Jeff Prusnofsky
Assistant Secretary
