DREYFUS TAX EXEMPT CASH MANAGEMENT
N-30D, 1994-03-24
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Dear Shareholder:
    We are pleased to provide you with this annual report for Dreyfus
Tax Exempt Cash Management Class A shares. For the 12-month period
ended January 31, 1994, the yield provided by Class A shares was 2.26%.
After taking into account the effect of compounding, the effective yield
was 2.29%.* Dividends of approximately $.02 per share paid during the
period were exempt from Federal income tax.**
    At our last reporting, we were keeping a watchful eye on the status
of the U.S. economy, the direction of interest rates and any significant
variation in inflationary indicators. Early in the period, economic numbers
hinted that the nation's growth might be more anemic than anticipated.
With no strong threat of a rekindling of inflation, the municipal market
responded with strength, providing some of the lowest historic yields in
both the bond and money markets. In a somewhat unusual turn of events,
total assets of municipal money market funds increased despite the
unprecedented low yield environment - at one point reaching over $112
billion - an all-time high!
    In the first quarter of 1994, however, signs of economic strength
began to emerge along with the specter of a tighter Federal Reserve Board
policy. In fact, on February 4, 1994, through a direct announcement by
Chairman Alan Greenspan, the Fed "snugged up" the Federal Funds rate
target a quarter of a percentage point to 3 1/4%. The market reaction was
a corresponding backup in rates, which was exacerbated to some degree by
the anticipation of new supply in the marketplace - including $3.2 billion
State of California Revenue Anticipation Warrants in mid-February. With a
significant portion of your Fund invested in variable rate demand notes
(which quickly reflect the market conditions through both daily and
weekly repricing mechanisms), your Fund continued to provide an
attractive yield relative to taxable alternatives.
    Our strategy in the coming weeks will be to choose carefully along
the one-year yield curve as attractive opportunities appear. In selectively
investing in the municipal note market, we will continue to seek out high
quality issues while providing the portfolio with a high level of diversity
and liquidity.
    We have included a current Statement of Investments and recent
financial statements for your review. We look forward to serving your
investment needs in the future.

                                    Very truly yours,

                                    (Richard J. Moynihan Signature Logo)

                                    Richard J. Moynihan
                                    President

February 16, 1994
New York, N.Y.

*Effective yield is based upon dividends declared daily and reinvested
monthly.
**Some income may be subject to state and local income taxes.

PRESIDENT'S LETTER
Dear Shareholder:
    We are pleased to provide you with this first annual report for Dreyfus
Tax Exempt Cash Management Class B shares. For the period ended January
31, 1994, the annualized yield provided since the inception of Class B
shares on January 10, 1994 was 1.85%. Dividends of approximately $.001
per share paid during the period were exempt from Federal income tax.*
    We have been keeping a watchful eye on the status of the U.S. economy,
the direction of interest rates and any significant variation in
inflationary indicators. Early in 1993, economic numbers hinted that the
nation's growth might be more anemic than anticipated. With no strong
threat of a rekindling of inflation, the municipal market responded with
strength, providing some of the lowest historic yields in both the bond and
money markets. In a somewhat unusual turn of events, total assets of
municipal money market funds increased despite the unprecedented low
yield environment - at one point reaching over $112 billion - an all-time
high!
    In the first quarter of 1994, however, signs of economic strength began
to emerge along with the specter of a tighter Federal Reserve Board
policy. In fact, on February 4, 1994, through a direct announcement by
Chairman Alan Greenspan, the Fed "snugged up" the Federal Funds rate
target a quarter of a percentage point to 3 1/4%. The market reaction was
a corresponding backup in rates, which was exacerbated to some degree by
the anticipation of new supply in the marketplace - including $3.2 billion
State of California Revenue Anticipation Warrants in mid-February. With a
significant portion of your Fund invested in variable rate demand notes
(which quickly reflect the market conditions through both daily and
weekly repricing mechanisms), your Fund continued to provide an
attractive yield relative to taxable alternatives.
    Our strategy in the coming weeks will be to choose carefully along the
one-year yield curve as attractive opportunities appear. In selectively
investing in the municipal note market, we will continue to seek out high
quality issues while providing the portfolio with a high level of diversity
and liquidity.
    We have included a current Statement of Investments and recent
financial statements for your review. We look forward to serving your
investment needs in the future.

                                    Very truly yours,

                                    (Richard J. Moynihan Signature Logo)

                                    Richard J. Moynihan
                                    President

February 16, 1994
New York, N.Y.

*Some income may be subject to state and local income taxes.

<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS                                                                            JANUARY 31, 1994
                                                                                    PRINCIPAL
TAX EXEMPT INVESTMENTS-100.0%                                                         AMOUNT              VALUE
                                                                                  --------------      --------------
<S>                                                                               <C>                 <C>
ALABAMA-.9%
Alabama Higher Education Loan Corp., Student Loan Revenue, VRDN
    2.45%, Series A (LOC; Fuji Bank) (a,b).....................................   $    2,450,000      $    2,450,000
Birmingham Medical Clinic Board, Revenue, VRDN (University of Alabama)
    2.10% (LOC; Morgan Guaranty Trust) (a,b)...................................        9,400,000           9,400,000
Mobile Industrial Development Board, Industrial Revenue, VRDN
    (IB Chemical Co. Project) 2.575% (LOC; Industrial Bank of Japan) (a,b).....        4,000,000           4,000,000
ALASKA-3.2%
Alaska Housing Finance Corp., VRDN
    2.15%, Series C (Investment Agreement; Swiss Bank Corp.) (a)...............       21,000,000          21,000,000
City of Valdez, Marine Terminal Revenue (Exxon Pipeline Co. Project):
    Bonds, Refunding 2.30%, Series C, 9/1/94 (Corp. Guaranty; Exxon Corp.).....       25,000,000          25,028,046
    VRDN 2.15% (Corp. Guaranty; Exxon Corp.) (a)...............................       10,000,000          10,000,000
CALIFORNIA-4.4%
State of California, RAN 3.50%, 6/28/94........................................       15,000,000          15,033,306
California Public Capital Improvements Financing Authority, Revenue
    (Pooled Project) 2.35%, Series C, 3/15/94
    (LOC; National Westminster Bank) (b).......................................        5,000,000           5,000,000
California School Cash Reserve Program Authority, Notes 3.40%, Series A, 7/5/94       40,000,000          40,081,854
Los Angeles County Metropolitan Transportation Authority, Sales Tax Revenue,
    Refunding, VRDN 2.20%, Series A (Insured; MBIA and SBPA;
    Industrial Bank of Japan) (a)..............................................       16,000,000          16,000,000
COLORADO-1.1%
Arapohoe County Capital Improvement Trust Fund, Highway Revenue (E-470 Project)
    2.85%, Series G, 2/28/94 (Escrowed In; Credit Lyonnais)....................        8,000,000           8,000,000
City and County of Denver, MFHR, Refunding, VRDN (Parliament Apartments Project)
    2.35% (LOC; Connecticut General Life Insurance) (a,b)......................       10,800,000          10,800,000
CONNECTICUT-2.2%
State of Connecticut, Special Tax Obligation Revenue, VRDN
    (Transportation Infrastructure-1) 2.20%
    (LOC; Industrial Bank of Japan) (a,b)......................................       16,900,000          16,900,000
Connecticut Special Assessment Unemployment Compensation Advanced Fund, Revenue,
    (Connecticut Unemployment) 3%, Series C, 7/1/94 (Insured; FGIC)............       22,000,000          22,017,498
DELAWARE-1.6%
Delaware Economic Development Authority, Revenue, VRDN (Hospital Billing Collection):
    2.25%, Series A (Insured; MBIA) (a)........................................        9,700,000           9,700,000
    2.25%, Series B (Insured; MBIA) (a)........................................       10,000,000          10,000,000
    2.25%, Series C (Insured; MBIA) (a)........................................        6,400,000           6,400,000
New Castle County, EDR, VRDN (Toys "R" Us Inc.) 2.30%
    (LOC; Bankers Trust) (a,b).................................................        2,480,000           2,480,000
DISTRICT OF COLUMBIA-4.2%
District of Columbia, VRDN:
    General Fund Recovery:
        2.25%, Series A-4 (LOC; Industrial Bank of Japan) (a,b)................       13,600,000          13,600,000
        2.25%, Series A-5 (LOC; Mitsubishi Bank) (a,b).........................       26,700,000          26,700,000
    Refunding:
        2.25%, Series B (LOC; Sanwa Bank) (a,b)................................       20,100,000          20,100,000
        2.25%, Series B-3 (LOC; Industrial Bank of Japan) (a,b)................       12,000,000          12,000,000

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED)                                                                JANUARY 31, 1994
                                                                                    PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                    AMOUNT              VALUE
                                                                                  --------------      --------------
FLORIDA-3.5%
Dade County Housing Finance Authority, MFMR, VRDN (Flamingo Plaza Apartments)
    2.25%, Series 18 (LOC; The Bank of New York) (a,b).........................   $    9,000,000      $    9,000,000
Florida Housing Finance Agency, MFHR, VRDN:
    (Kings Colony Project) 2.175%, Series D (LOC; Bankers Trust) (a,b).........       20,000,000          20,000,000
    (Monterey Meadow) 2.15%, Series YY (LOC; Citibank) (a,b)...................        3,000,000           3,000,000
    (Sunpoint Cove) 2.15%, Series XX (LOC; Citibank) (a,b).....................        3,100,000           3,100,000
Hillsboro County Industrial Development Authority, PCR, Refunding, VRDN
    (Tampa Electric Co.) 2.10% (Guaranteed by; Tampa Electric Co.) (a).........        4,100,000           4,100,000
City of Jacksonville, HR, VRDN (Baptism Medical Center Project)
    2.25% (LOC; First Union National Bank of North Carolina) (a,b).............       10,000,000          10,000,000
Jacksonville Health Facilities Authority, Health Facilities Revenue, VRDN
    (HSI Support Systems) 2.15% (LOC; Sun Bank) (a,b)..........................        3,000,000           3,000,000
Pasco County Industrial Development Authority, Revenue, VRDN
    (Woodhaven Partners Ltd. Project) 2.575% (LOC; Kredietbank) (a,b)..........        8,800,000           8,800,000
GEORGIA-4.0%
De Kalb County Housing Authority, MFHR, VRDN (Rent-Timber Trace Apartments)
    2.40%, Series K (LOC; Citibank) (a,b)......................................       13,100,000          13,100,000
Marietta Housing Authority, MFHR, VRDN (Franklin Walk Apartments Project)
    2.325% (LOC; Bankers Trust) (a,b)..........................................        7,640,000           7,640,000
Municipal Electric Authority:
    CP (Money Market Municipal-Sub-Project 1):
        2.60%, Series 87A, 2/8/94 (SBPA; Credit Suisse)........................        7,200,000           7,200,000
        2.60%, Series 85A, 2/8/94 (SBPA; Credit Suisse)........................        8,200,000           8,200,000
        2.60%, Series 85B, 2/8/94 (SBPA; Credit Suisse)........................       19,330,000          19,330,000
    Revenue Bonds (Sub-General Resolution)
        2.55%, Series B, 6/1/94 (SBPA; Morgan Guaranty Trust)..................       10,000,000          10,000,000
Savannah Port Authority, IDR, VRDN (Colonial Terminals Inc. Project)
    2.45% (LOC; Citizens and Southern National Bank) (a,b).....................        4,080,000           4,080,000
ILLINOIS-9.0%
City of Chicago, GO Tender Notes 2.75%, 4/5/94 (LOC: Dai-Ichi Kangyo Bank,
    Industrial Bank of Japan, Mitsubishi Bank, Sanwa Bank and Sumitomo Bank) (b)      45,000,000          45,000,000
Chicago O'Hare International Airport, Revenue, VRDN (American Airlines):
    2.25%, Series C (LOC; Sanwa Bank) (a,b)....................................        6,700,000           6,700,000
    2.25%, Series D (LOC; Sanwa Bank) (a,b)....................................        5,500,000           5,500,000
Chicago Park District, Notes 3%, 4/1/94........................................       33,000,000          33,023,459
Cook County, TAN 3.20%, 4/1/94.................................................       25,000,000          25,027,810
Illinois Health Facilities Authority, Revenue, VRDN:
    (Resurrection Health Care Systems) 2.20% (Liquidity Facility: Dai-Ichi Kangyo Bank,
        Dresdner Bank, Industrial Bank of
        Japan, Northern Trust and Sanwa Bank) (a)..............................       32,700,000          32,700,000
    (SSM Health Care Project) 2.20%, Series A
        (LOC; Industrial Bank of Japan) (a,b)..................................        7,500,000           7,500,000
INDIANA-1.7%
Indiana Bond Bank Advanced Fund Program 3.03%, Series A2, 1/17/95..............       30,000,000          30,078,173
IOWA-.6%
Iowa School Corporations, Warrant Certificates, Revenue Bonds
    3.60%, 12/30/94 (Insured; Capital Guaranty)................................       10,000,000          10,092,014

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED)                                                                JANUARY 31, 1994
                                                                                    PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                    AMOUNT              VALUE
                                                                                  --------------      --------------
KANSAS-.2%
City of Osage, IDR, VRDN (Marley Continental Homes of Kansas Project)
    2.70% (LOC; Bankers Trust) (a,b)...........................................   $    3,800,000      $    3,800,000
LOUISIANA-1.5%
Orleans Levee District, VRDN (Capital Recovery Funding Program)
    3.50%, Series A (LOC; Fuji Bank) (a,b).....................................       10,000,000          10,000,000
Parish of Calcasieu Industrial Development Board, Industrial Revenue, Refunding, VRDN
    (Olin Corp. Project) 2.10%, Series B (LOC; Credit Suisse) (a,b)............        4,900,000           4,900,000
Parish of East Baton Rouge, PCR, Refunding, VRDN (Exxon Corp. Project)
    2.05% (Guaranteed by; Exxon Corp.) (a).....................................       10,400,000          10,400,000
MAINE-1.9%
Orrington, RRR, VRDN (Penobscott Energy Recovery Co. Project)
    2.30%, Series A  (LOC: Bank of Nova Scotia, Bankers Trust,
    Canadian Imperial Bank of Commerce, Long-Term Credit Bank of
    Japan and Toronto Dominion Bank) (a,b).....................................       33,160,000          33,160,000
MASSACHUSETTS-2.1%
Commonwealth of Massachusetts, Notes 3.40%, Series B, 11/22/94.................       30,000,000          30,199,754
Massachusetts Health and Educational Facilities Authority, Revenue, VRDN
    (Capital Asset Program) 2.30%, Series C (BPA;
    Sanwa Bank and Insured; MBIA) (a)..........................................        5,800,000           5,800,000
MICHIGAN-2.0%
Michigan Higher Education Facilities Authority, Revenue, VRDN
    (Aces-Pooled Financing Project) 2.05%
    (BPA; Comerica Bank and Insured; MBIA) (a).................................          500,000             500,000
Michigan Hospital Finance Authority, VRDN (Hospital Equipment Loan Program)
    3.05% (LOC; Manufacturers National Bank) (a,b).............................       16,800,000          16,800,000
Michigan Housing Development Authority, Limited Obligation Revenue, VRDN
    (Laurel Valley) 2.50% (LOC; National Westminster Bank) (a,b)...............        5,900,000           5,900,000
Michigan Municipal Bond Authority, RAN
    3%, Series A-3, 5/5/94 (LOC; Comerica Bank) (b)............................        7,465,000           7,475,204
Michigan Strategic Fund, PCR, Refunding, VRDN (Consumer Power Project)
    2.20%, Series A (LOC; Union Bank of Switzerland) (a,b).....................        4,800,000           4,800,000
MINNESOTA-1.7%
Minnesota Housing Finance Agency, Single Family Mortgage Revenue Bonds
    2.50%, Series F, 1/12/95 (GIC; Societe Generale)...........................       30,000,000          30,000,000
MISSISSIPPI-1.4%
Jackson County, Pollution Facilities Revenue, Refunding, VRDN
    (Chevron USA Inc. Project) 2.15% (Corp. Guaranty; Chevron USA Inc.)........       23,550,000          23,550,000
MISSOURI-.6%
Cole County Industrial Development Authority, Industrial Revenue, VRDN
    (Mobine Manufacturing Co. Project) 2.70% (LOC; Fuji Bank) (a,b)............        2,940,000           2,940,000
Missouri Health and Educational Facilities Authority, Health Facilities
    Revenue, VRDN (SSM Health Care Project) 2.20%, Series A (LOC;
    Industrial Bank of Japan) (a,b)............................................        7,600,000           7,600,000
NEBRASKA-1.7%
Nebraska Higher Education Loan Program Inc., Revenue, VRDN (Student Loan Program)
    2.25%, Series C (Insured; MBIA) (a)........................................       27,340,000          27,340,000
Nebraska Investment Finance Authority, HR, VRDN (Depreciation Assets)
    2.20%, Series A (Insured; FGIC) (a)........................................        2,920,000           2,920,000

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED)                                                                JANUARY 31, 1994
                                                                                     PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                     AMOUNT              VALUE
                                                                                  --------------      --------------
NEW JERSEY-3.7%
New Jersey Economic Development Authority, Industrial and
    Economic Development Revenue, VRDN (White House Pike Limited Project)
    2.70% (Guaranteed by; Household Finance Corp.) (a).........................   $    7,600,000      $    7,600,000
New Jersey Turnpike Authority, Turnpike Revenue, Refunding, VRDN
    2.35%, Series D (Insured; FGIC and Liquidity Agreement;
    Societe Generale) (a)......................................................       57,000,000          57,000,000
NEW MEXICO-1.8%
City of Farmington, PCR, (Arizona Public Service Project- Four Corners):
    Bonds 2.80%, Series 85A, 2/1/94 (LOC; Union Bank of Switzerland) (b).......       11,000,000          11,000,000
    VRDN 2.05% (LOC; Barclays Bank) (a,b)......................................       20,000,000          20,000,000
NEW YORK-16.1%
Erie County, RAN 3.30%, 8/5/94 (LOC; Mitsubishi Bank) (b)......................        4,250,000           4,254,157
City of New York:
    RAN:
        3.50%, Series 94A, 4/15/94.............................................       20,000,000          20,027,493
        3.50%, Series 94B, 6/30/94.............................................       10,000,000          10,024,991
    TAN 3.125%, Series A, 4/8/94...............................................       70,000,000          70,064,495
    VRDN:
        2.05%, Series D (SBPA; Citibank) (a)...................................        6,500,000           6,500,000
        2.05%, Series 93D (SBPA; Citicorp) (a).................................        6,600,000           6,600,000
        2.20%, Subseries A-6 (LOC; Landesbank Hessea Thuringer) (a,b)..........       24,035,000          24,035,000
        2.25%, Series 93C-2 (LOC; Industrial Bank of Japan) (a,b)..............        5,800,000           5,800,000
        2.25%, Subseries E-2 (LOC; Industrial Bank of Japan) (a,b).............        5,400,000           5,400,000
        2.25%, Subseries E-5 (LOC; Sumitomo Bank) (a,b)........................        5,000,000           5,000,000
        2.25%, Series 93E-5 (LOC; Sumitomo Bank) (a,b).........................        6,200,000           6,200,000
New York City Industrial Development Agency, Civil Facility Revenue, VRDN
    (Children's Oncology Society-Ronald McDonand House) 1.80% (LOC;
    Barclays Bank)(a,b)........................................................        6,100,000           6,100,000
New York City Municipal Water Finance Authority, Water and Sewer Systems Revenue, VRDN
    2.15%, Series C (Insured; FGIC)(a).........................................       32,800,000
32,800,000 New York State Dormitory Authority, Revenue, VRDN (Cornell University)
    2.05% (Liquidity; Morgan Guaranty Trust) (a)...............................        3,200,000           3,200,000
New York State Local Assistance Corp., VRDN 2.05% (LOC: Credit Suisse,
    Swiss Bank Corp. and Union Bank of Switzerland) (a,b)......................       40,000,000          40,000,000
New York State Thruway Authority, General Revenue, VRDN 2.25%
    (Insured; FGIC) (a)........................................................       10,000,000          10,000,000
Smithtown Central School District, TAN 3.25%, 6/23/94..........................       22,500,000          22,528,796
NORTH CAROLINA-1.4%
North Carolina Medical Care Commission, HR, VRDN:
    (Duke University Hospital Project) 2.15%, Series C (Liquidity Facility;
        First National Bank of Chicago) (a)....................................        9,200,000           9,200,000
    (Pooled Financing Project) 2.25%, Series A
    (LOC; Dai-Ichi Kangyo Bank) (a,b)..........................................       14,500,000          14,500,000
OHIO-1.8%
Cincinnati and Hamilton County Port Authority, IDR, VRDN (Multi-Color Corp. Project)
    2.10% (LOC; Barclays Bank) (a,b)...........................................        3,000,000           3,000,000
Hamilton County, Health Systems Revenue, VRDN (Franciscan Sisters-Poor Health)
    2.25%, Series A (LOC; Chemical Bank) (a,b).................................       10,700,000          10,700,000
Ohio Air Quality Development Authority, PCR, CP (Cleveland Electric)
    2.50%, Series B, 3/10/94 (Insured; FGIC)...................................       11,000,000          11,000,000
Scioto County, Marine Terminal Facility Revenue, Refunding, VRDN
    (Norfolk Southern Corp. Project) 2.15%
    (Guaranteed by; Norfolk Southern Corp.) (a)................................        6,000,000           6,000,000

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED)                                                                JANUARY 31, 1994
                                                                                    PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                    AMOUNT              VALUE
                                                                                  --------------      --------------
OKLAHOMA-1.1%
Tulsa Industrial Authority, Revenue VRDN:
    (Holland Hall School Project) 2.30% (LOC; National Australia Bank) (a,b)...   $    7,350,000      $    7,350,000
    (University of Tulsa Project) 2.45% (LOC; Fuji Bank) (a,b).................       11,600,000          11,600,000
OREGON-.7%
Port of Portland, Public Grain Elevator Revenue, VRDN (Columbia Grain Inc. Project)
    2.45% (LOC; Fuji Bank) (a,b)...............................................       12,100,000          12,100,000
PENNSYLVANIA-3.1%
Emmaus General Authority, Local Government Revenue, VRDN
    2.30%, Series C-1 (GIC; Goldman, Sachs and Co.) (a)........................        7,000,000           7,000,000
Schuylkill County Industrial Development Authority, RRR, VRDN
    (Northeastern Power Co.) 2.15% (LOC; Sumitomo Bank) (a,b)..................        5,900,000           5,900,000
Upper Allegheny Joint Sanitation Authority, Electric Revenue (Allegheny Valley North)
    2.85%, Series E, 7/15/94 (GIC; American International Group)...............       34,500,000          34,500,000
Washington County Authority, Lease Revenue, VRDN (Higher Education Pooled
    Equipment Lease Project) 2.20%, Series 1985A (LOC; Sanwa Bank) (a,b).......        5,900,000           5,900,000
SOUTH CAROLINA-1.0%
South Carolina Jobs Economic Development Authority, EDR, VRDN (St. Francis Hospital)
    2.25% (LOC; Chemical Bank) (a,b)...........................................       16,900,000          16,900,000
TEXAS-10.0%
Dallas County, Revenue Bonds 2.70%, 6/15/94 (SBPA; Sanwa Bank).................       11,250,000          11,250,000
Greater East Texas Higher Education Authority Inc., Student Loan Revenue, Refunding
    2.55%, Series A, 5/1/94 (LOC; Student Loan Marketing Association) (b)......       21,000,000          21,000,000
Harris County, VRDN (Toll Unlimited Tax-Sublien)
    2.05%, Series E (SBPA; Sumitomo Bank) (a)..................................       10,000,000          10,000,000
Harris County Health Facilities Development Corp., HR, VRDN:
    (Memorial Hospital Systems Project) 2.20% (LOC; Societe Generale) (a,b)....       11,100,000          11,100,000
    (Texas Children's Hospital) 2.30%, Series B (LOC; Fuji Bank) (a,b).........        2,600,000           2,600,000
    (TIRR Project) 2.25% (LOC; Texas Commerce Bank) (a,b)......................       10,200,000          10,200,000
City of Houston, VRDN:
    Certificates of Obligation 2.20%, Series A (Liquidity Facility;
        Morgan Guaranty Trust) (a).............................................       10,200,000          10,200,000
    Public Improvement 2.20%, Series A
        (Liquidity Facility; Morgan Guaranty Trust) (a)........................        6,400,000           6,400,000
Houston Health Facilities Development Corp., HR, VRDN (Methodist Hospital Project)
    2.10% (SBPA: Methodist Hospital and Morgan Bank) (a).......................       49,500,000          49,500,000
Lower Colorado River Authority, Revenue, CP
    2.25%, 3/24/94 (Line of Credit; Morgan Guaranty Trust).....................        7,500,000           7,500,000
Port Development Corp., IDR, VRDN (Pasadena Terminals Project)
    2.45% (LOC; ABN-Amro Bank) (a,b)...........................................       10,400,000          10,400,000
Texas Health Facilities Development Corp., HR, VRDN (North Texas Pooled Health-85A)
    2.25% (LOC; Citibank) (a,b)................................................       18,700,000          18,700,000
VIRGINIA-3.6%
Virginia Housing Development Authority, Commonwealth Mortgage Revenue:
    (Series C-Subseries C-Stem III) 2.95%, 5/12/94 (Escrowed In; Franklin Funds)      20,000,000          20,000,000
    (Series F-Subseries F-Stem) 2.90%, 8/10/94.................................       42,000,000          42,010,469

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED)                                                                JANUARY 31, 1994
                                                                                    PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                    AMOUNT              VALUE
                                                                                  --------------      --------------
WASHINGTON-1.0%
Washington Housing Finance Commission, Non-Profit Housing Revenue, VRDN
    (Emerald Heights Project) 2.30% (LOC; Banque Paribas) (a,b)................   $    7,500,000      $    7,500,000
Washington Public Power Supply System, Revenue, Refunding, VRDN (Nuclear Project No.3)
    2.20%, Series 3A-3 (LOC; National Westminster Bank) (a,b)..................       10,000,000          10,000,000
WYOMING-.3%
Lincoln County, PCR, VRDN (Exxon Project)
    2.15%, Series A (Corp. Guaranty; Exxon Corp.) (a)..........................        5,000,000           5,000,000
U.S. RELATED-4.9%
Commonwealth of Puerto Rico, TRAN 3%, 7/29/94..................................        85,100,000        85,325,471
                                                                                                      --------------
TOTAL INVESTMENTS (cost $1,729,417,990)                                                              $1,729,417,990
                                                                                                     ==============
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF ABBREVIATIONS
<S>     <C>                                         <S>     <C>
BPA     Bond Purchase Agreeement                    MFHR    Multi-Family Housing Revenue
CP      Commercial Paper                            MFMR    Multi-Family Mortgage Revenue
EDR     Economic Development Revenue                PCR     Pollution Control Revenue
FGIC    Financial Guaranty Insurance Corporation    RAN     Revenue Anticipation Notes
GIC     Guaranteed Investment Contract              RRR     Resources Recovery Revenue
GO      General Obligation                          SBPA    Standby Bond Purchase Agreeement
HR      Hospital Revenue                            TAN    Tax Anticipation Notes
IDR     Industrial Development Revenue              TRAN    Tax and Revenue Anticipation Notes
LOC     Letter of Credit                            VRDN    Variable Rate Demand Notes
MBIA    Municipal Bond Insurance Association
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF COMBINED RATINGS (UNAUDITED)
FITCH (C)        OR        MOODY'S        OR        STANDARD & POOR'S            PERCENTAGE OF VALUE
- ---------                  -------                  -----------------            -------------------
<S>                        <C>                      <S>                                <C>
F1+/F1                     VMIG1/MIG1, P1 (d)       SP1+/SP1, A1+/A1 (d)               95.6%
F2                         VMIG2/MIG2, P2           SP2, A2                             1.9
AAA/AA (e)                 Aaa/Aa (e)               AAA/AA (e)                          2.5
                                                                                      -----
                                                                                      100.0%
                                                                                      =====
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Securities payable on demand. The interest rate, which is subject to
    change, is based upon bank prime rates or an index of market interest
    rates.
(b) Secured by letters of credit.  At January 31, 1994, 39.2% of the Fund's
    net assets are backed by letters of credit issued by domestic
    banks, foreign banks, brokerage firms, corporations and U.S. Government
    Agencies.
(c) Fitch currently provides creditworthiness information for a limited
    amount of investments.
(d) P1 and A1 are the highest ratings assigned tax-exempt commercial paper by
    Moody's and Standard & Poor's, respectively.
(e) Notes which are not F, MIG or SP rated are represented by bond ratings
    of the issuers.

                                    See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES                                   JANUARY 31, 1994
ASSETS:
    <S>                                                                           <C>                 <C>
    Investments in securities, at value-Note 1(a)..............................                       $1,729,417,990
    Cash.......................................................................                              641,494
    Interest receivable........................................................                            9,975,551
    Prepaid expenses...........................................................                               42,840
                                                                                                      --------------
                                                                                                       1,740,077,875
LIABILITIES;
    Due to The Dreyfus Corporation.............................................                              290,516
                                                                                                      --------------
NET ASSETS.....................................................................                       $1,739,787,359
                                                                                                      ==============
REPRESENTED BY:
    Paid-in capital............................................................                       $1,739,675,883
    Accumulated undistributed net realized gain on investments.................                              111,476
                                                                                                      --------------
NET ASSETS at value............................................................                       $1,739,787,359
                                                                                                      ==============
Shares of Beneficial Interest Outstanding:
    Class A Shares
        (unlimited number of $.001 par value shares authorized)................                        1,739,675,382
                                                                                                      ==============
    Class B Shares
        (unlimited number of $.001 par value shares authorized)................                                  501
                                                                                                      ==============
NET ASSET VALUE per share:
    Class A Shares
        ($1,739,786,858 / 1,739,675,382 shares)................................                                $1.00
                                                                                                               =====
    Class B Shares
        ($501 / 501 shares)....................................................                                $1.00
                                                                                                               =====

STATEMENT OF OPERATIONS                                                                  YEAR ENDED JANUARY 31, 1994
INVESTMENT INCOME:
    INTEREST INCOME............................................................                       $   45,093,253
    EXPENSES:
        Management fee-Note 2(a)...............................................   $    3,663,999
        Shareholder servicing costs-Note 2(c)..................................          390,247
        Custodian fees.........................................................          131,209
        Professional fees......................................................           57,270
        Registration fees......................................................           37,207
        Trustees' fees and expenses-Note 2(d)..................................           16,167
        Prospectus and shareholders' reports...................................           10,957
        Miscellaneous..........................................................           43,132
                                                                                  --------------
                                                                                       4,350,188
        Less-reduction in management fee due to
            undertaking-Note 2(a)..............................................          685,536
                                                                                  --------------
                TOTAL EXPENSES.................................................                            3,664,652
                                                                                                      --------------
                INVESTMENT INCOME-NET..........................................                           41,428,601
REALIZED AND UNREALIZED GAIN ON INVESTMENTS-Note 1(b):
    Net realized gain on investments...........................................      $   118,355
    Net unrealized (depreciation) on investments...............................          (24,221)
                                                                                  --------------
                NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................                               94,134
                                                                                                      --------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...........................                       $   41,522,735
                                                                                                      ==============

                                        See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
                                                                                        YEAR ENDED JANUARY 31,
                                                                                  ----------------------------------
OPERATIONS:                                                                            1993                1994
                                                                                  --------------      --------------
    <S>                                                                           <C>                 <C>
    Investment income-net......................................................   $   50,013,591      $   41,428,601
    Net realized gain on investments...........................................          291,152             118,355
    Net unrealized appreciation (depreciation) on investments for the year.....           24,221             (24,221)
                                                                                  --------------      --------------
            NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...............       50,328,964          41,522,735
                                                                                  --------------      --------------
DIVIDENDS TO SHAREHOLDERS FROM;
    Investment income-net:
        Class A Shares.........................................................      (50,013,591)        (41,428,601)
        Class B Shares.........................................................         __                  __
                                                                                  --------------      --------------
            TOTAL DIVIDENDS....................................................      (50,013,591)        (41,428,601)
                                                                                  --------------      --------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
    Net proceeds from shares sold:
        Class A Shares.........................................................   11,046,777,602      14,041,812,260
        Class B Shares.........................................................         __                       501
    Dividends reinvested:
        Class A Shares.........................................................       10,532,519           6,662,571
        Class B Shares.........................................................         __                   __
    Cost of shares redeemed:
        Class A Shares.........................................................  (10,887,509,961)    (14,147,568,464)
        Class B Shares.........................................................         __                   __
                                                                                  --------------      --------------
            INCREASE (DECREASE) IN NET ASSETS FROM BENEFICIAL
                INTEREST TRANSACTIONS..........................................      169,800,160         (99,093,132)
                                                                                  --------------      --------------
                TOTAL INCREASE (DECREASE) IN NET ASSETS........................      170,115,533         (98,998,998)
NET ASSETS:
    Beginning of year..........................................................    1,668,670,824       1,838,786,357
                                                                                  --------------      --------------
    End of year................................................................   $1,838,786,357      $1,739,787,359
                                                                                  ==============      ==============


                                            See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
FINANCIAL HIGHLIGHTS
    Contained below is per share operating performance data for a share of Beneficial Interest
outstanding, total investment return, ratios to average net assets and other supplemental data
for each year indicated. This information has been derived from information provided in the
Fund's financial statements.
                                                                CLASS A SHARES                           CLASS B SHARES
                                           -----------------------------------------------------------      -------
                                                            YEAR ENDED JANUARY 31,                        Year Ended
                                           -----------------------------------------------------------    JANUARY 31,
PER SHARE DATA:                             1990          1991         1992         1993         1994       1994(1)
                                           -------      -------      -------      -------      -------      -------
    <S>                                    <C>          <C>          <C>          <C>          <C>          <C>
    Net asset value, beginning of year..   $ .9988      $ .9987      $ .9994      $ .9998      $1.0000      $1.0000
                                           -------      -------      -------      -------      -------      -------
    INVESTMENT OPERATIONS:
    Investment income-net...............     .0617        .0570        .0417        .0279        .0226        .0011
    Net realized and unrealized gain
        (loss) on investments...........    (.0001)       .0007        .0004        .0002        .0001         --
                                           -------      -------      -------      -------      -------      -------
        TOTAL FROM INVESTMENT OPERATIONS     .0616        .0577        .0421        .0281        .0227        .0011
                                           -------      -------      -------      -------      -------      -------
    DISTRIBUTIONS;
    Dividends from investment
        income-net......................    (.0617)      (.0570)      (.0417)      (.0279)      (.0226)      (.0011)
                                           -------      -------      -------      -------      -------      -------
    Net asset value, end of year........   $ .9987      $ .9994      $ .9998      $1.0000      $1.0001      $1.0000
                                           =======      =======      =======      =======      =======      =======
TOTAL INVESTMENT RETURN                       6.35%        5.85%        4.25%        2.83%        2.29%        1.83%(2)
RATIOS/SUPPLEMENTAL DATA:
    Ratio of expenses to average
        net assets......................       .20%         .20%         .20%         .20%         .20%         .45%(2)
    Ratio of net investment income to
        average net assets..............      6.15%        5.70%        4.16%        2.77%        2.26%        1.87%(2)
    Decrease reflected in above expense
        ratios due to undertaking by
        the Manager.....................       .04%         .03%         .05%         .04%         .04%        --
    Net Assets, end of year
        (000's Omitted).................$1,147,753   $1,905,522   $1,668,671   $1,838,786   $1,739,787           $1
- -------------------------
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.

                                                     See notes to financial statements.
</TABLE>
DREYFUS TAX EXEMPT CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
    The Fund is registered under the Investment Company Act of 1940
("Act") as a diversified open-end management investment company.
Dreyfus Service Corporation ("Distributor") acts as the distributor of the
Fund's shares, which are sold to the public without a sales load. The
Distributor is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager").
    It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio
valuation and dividend and distribution policies to enable it to do so.
    On July 14, 1993, the Fund's Board of Trustees approved an amendment
to the Fund's Agreement and Declaration of Trust to provide for the
issuance of additional classes of shares of the Fund. The amendment was
approved by Fund shareholders on January 6, 1994. Effective January 10,
1994, existing Fund shares were classified as Class A shares and an
unlimited number of Class B shares were authorized. The Fund began
offering both Class A and Class B shares on January 10, 1994. Class B
shares are subject to a Service Plan adopted pursuant to Rule 12b-1 under
the Act. Other differences between the two Classes include the services
offered to and the expenses borne by each Class and certain voting rights.
    (A) PORTFOLIO VALUATION: Investments are valued at amortized cost,
which has been determined by the Fund's Board of Trustees to represent
the fair value of the Fund's investments.
    (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Interest income, adjusted
for amortization of premiums and, when appropriate, discounts on
investments, is earned from settlement date and recognized on the accrual
basis. Realized gain and loss from securities transactions are recorded on
the identified cost basis.
    (C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends daily from investment income-net. Such dividends are paid
monthly. Dividends from net realized capital gain are normally declared
and paid annually, but the Fund may make distributions on a more frequent
basis to comply with the distribution requirements of the Internal
Revenue Code. To the extent that net realized capital gain can be offset by
capital loss carryovers, if any, it is the policy of the Fund not to
distribute such gain.
    (D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, which can distribute tax
exempt dividends, by complying with the provisions available to certain
investment companies, as defined in applicable sections of the Internal
Revenue Code, and to make distributions of income and net realized capital
gain sufficient to relieve it from all, or substantially all, Federal income
taxes.
    At January 31, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
    (A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee is computed at the annual rate of .20 of 1%
of the average daily value of the Fund's net assets and is payable monthly.
    The Agreement provides for an expense reimbursement from the
Manager should the Fund's aggregate expenses, exclusive of taxes, interest
on borrowings, brokerage commissions and extraordinary expenses, exceed
1 1/2% of the average value of the Fund's net assets for any full fiscal
year. However, the Manager had undertaken through January 9, 1994 to
reduce the management fee paid by, or bear such excess expenses of the
Fund, to the extent that the Fund's aggregate expenses (excluding certain
expenses as described above) exceeded an annual rate of .20 of 1% of

DREYFUS TAX EXEMPT CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
the average daily value of the Fund's net assets. The reduction in
management fee, pursuant to the undertakings, amounted to $685,536 for
the period from February 1, 1993 through January 9, 1994.
    Commencing January 10, 1994, the Manager and not the Fund, will be
liable for those expenses of the Fund (excluding certain expenses as
described above) other than management fee, and with respect to the
Fund's Class B shares, Rule 12b-1 Service Plan expenses.
    The Manager may modify the existing undertaking provided that the
Fund's shareholders are given 90 days prior notice.
    (B) Under the Service Plan ("Class B Service Plan") adopted pursuant to
Rule 12b-1 under the Act, effective January 10, 1994, the Fund pays the
Distributor, at an annual rate of .25 of 1% of the value of the Fund's Class
B shares average daily net assets, for costs and expenses in connection
with advertising, marketing and distributing Class B shares and for
providing certain services to holders of Class B shares. The Distributor
will make payments to one or more Service Agents (financial institutions,
securities dealers, or other industry professional) based on the value of
the Fund's Class B shares owned by clients of the Service Agent. From
January 10, 1994 through January 31, 1994, pursuant to the Class B
Service Plan, the Fund was not charged.
    (C) Pursuant to the Fund's Shareholder Services Plan ("Class A
Shareholder Services Plan"), the Fund reimburses the Distributor an
amount not to exceed an annual rate of .25 of 1% of the value of the
average daily net assets of Class A shares for servicing shareholder
accounts. The services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding
the Fund and providing reports and other information, and services related
to the maintenance of shareholder accounts. During the period from
February 1, 1993 through January 9, 1994, the Fund was charged an
aggregate of $117,186 pursuant to the Class A Shareholder Services Plan.
    (D) Certain officers and trustees of the Fund are "affiliated persons,"
as defined in the Act, of the Manager and/or the Distributor. Each trustee
who is not an "affiliated person" receives an annual fee of $3,000 and an
attendance fee of $500 per meeting.
    (E) On December 5, 1993, the Manager entered into an Agreement and
Plan of Merger providing for the merger of the Manager with a subsidiary
of Mellon Bank Corporation ("Mellon").
    Following the merger, it is planned that the Manager will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including the receipt of certain regulatory
approvals and the approvals of the stockholders of the Manager and of
Mellon. The merger is expected to occur in mid-1994, but could occur
later.
    Because the merger will constitute an "assignment" of the Fund's
Management Agreement with the Manager under the Investment Company
Act of 1940, and thus a termination of such Agreement, the Manager will
seek prior approval from the Fund's Board and shareholders.

DREYFUS TAX EXEMPT CASH MANAGEMENT
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS TAX EXEMPT CASH MANAGEMENT
    We have audited the accompanying statement of assets and liabilities
of Dreyfus Tax Exempt Cash Management, including the statement of
investments, as of January 31, 1994, and the related statement of
operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended, and financial highlights
for each of the years indicated therein. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of January 31, 1994 by
correspondence with the custodian and others. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
    In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Tax Exempt Cash Management at January 31, 1994, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the
financial highlights for each of the indicated years, in conformity with
generally accepted accounting principles.


                                        (Ernst and Young Signature Logo)

New York, New York
March 8, 1994




DREYFUS TAX EXEMPT CASH MANAGEMENT
IMPORTANT TAX INFORMATION (UNAUDITED)
    In accordance with Federal tax law, the Fund hereby designates all the
dividends paid from investment income-net during the fiscal year ended
January 31, 1994 as "exempt_interest dividends" (not generally subject to
regular Federal income tax).


DREYFUS TAX EXEMPT
CASH MANAGEMENT
144 GLENN CURTISS BOULEVARD
UNIONDALE, NY 11556
MANAGER
THE DREYFUS CORPORATION
200 PARK AVENUE
NEW YORK, NY 10166
DISTRIBUTOR
DREYFUS SERVICE CORPORATION
200 PARK AVENUE
NEW YORK, NY 10166
CUSTODIAN
THE BANK OF NEW YORK
110 WASHINGTON STREET
NEW YORK, NY 10286
TRANSFER AGENT &
DIVIDEND DISBURSING AGENT
THE SHAREHOLDER SERVICES GROUP, INC.
P.O. BOX 9671
PROVIDENCE, RI 02940


Further information is contained
in the Prospectus, which must
precede or accompany this report.

PRINTED IN U.S.A.    264AR941


DREYFUS
TAX EXEMPT
CASH
MANAGEMENT


ANNUAL REPORT

JANUARY 31, 1994

































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