DREYFUS TAX EXEMPT CASH MANAGEMENT
N-30D, 1995-04-06
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LETTER TO SHAREHOLDERS
Dear Shareholder:
    We are pleased to provide you with this annual report for Dreyfus Tax
Exempt Cash Management. For the one-year period ended January 31, 1995, the
yield provided by the Fund's Class A shares was 2.78%. The yield for the
Fund's Class B shares was 2.53%. After taking into account the effect of
compounding, the effective yield for Class A and B shares was 2.82% and
2.56%, respectively.* Income dividends of approximately $.028 per share for
Class A shares and .025 for Class B shares paid during the period were exempt
from Federal income tax.**
    Our last letter recapped the series of Federal Reserve Board moves
throughout the first half of 1994--moves designed to reach a more neutral
monetary policy stance in response to continued economic expansion. With
further evidence of economic strength in the latter half of the year, the
Federal Reserve continued its move toward tighter policy. In two successive
moves in August and November, the Fed increased rates an additional 125 basis
points. By November 15, total monetary policy actions taken in 1994 increased
the discount rate from 3.00% to 4.75%. In addition, the Federal Funds rate
moved from 3.00% to 5.50% between February and November of last year. On
February 1 of this year, the Fed continued with its policy as it raised both
the Federal Funds and discount rate an additional 50 basis points to 6.00%
and 5.25%, respectively. Throughout the year, yields on municipal money
market funds increased in response to these higher short-term rates.
    One of the most significant events in the second half of last year which
affected the short-term municipal market was the bankruptcy filing by Orange
County, California. The uncertainty that resulted caused temporary market
weakness in both the national and state-specific money markets. Your Fund had
no direct exposure to Orange County. However, prices on short-term municipal
notes (especially California issues) declined during December as the market
awaited additional information about the County's filing. The prevailing
market weakness provided several attractive buying opportunities. With an
average maturity in the 50-day-plus range, we were able to take advantage of
some of these opportunities. While maintaining our conservative investment
philosophy, we committed selectively to those issues which provided 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 and look forward to serving your investment needs
in the future.
                              Very truly yours,
                             (Richard J. Moynihan Signature Logo)
                              Richard J. Moynihan
                              Director, Municipal Portfolio Management
                              The Dreyfus Corporation
February 16, 1995
New York, N.Y.

  *    Effective yield is based upon dividends declared daily and reinvested
monthly.
**Some income may be subject to the Federal Alternative Minimum Tax (AMT) for
certain shareholders.

<TABLE>
<CAPTION>

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS                                                                   JANUARY 31, 1995
                                                                                         PRINCIPAL
TAX EXEMPT INVESTMENTS--100.0%                                                             AMOUNT           VALUE
                                                                                      ---------------- --------------
<S>                                                                                   <C>              <C>
ALASKA--1.6%
Alaska Housing Finance Corp., VRDN
    3.70%, Series C (Investment Agreement; Swiss Bank Corp.) (a)............          $     21,000,000 $  21,000,000
ARIZONA--1.1%
Maricopa County Pollution Control Corp., PCR, Refunding, VRDN
    (Arizona Public Service Co.):
      3.80%, Series B (LOC; Morgan Guaranty Trust Co.) (a,b)................                 8,000,000     8,000,000
      3.80%, Series D (a)...................................................                 6,900,000     6,900,000
CALIFORNIA--10.7%
State of California, RAN 5%, Series A, 6/28/95..............................                33,300,000    33,427,442
California Public Capital Improvements Financing Authority, Revenue
    (Pooled Project) 4.25%, Series C, 3/15/95 (LOC; National Westminster Bank) (b)          10,000,000    10,000,000
California School Cash Reserve Program Authority, Notes 4.50%, Series A, 7/5/95             25,000,000    25,076,156
Los Angeles County, TRAN 4.50%, 6/30/95.....................................                10,000,000    10,025,543
Los Angeles Unified School District, TRAN 4.50%, 7/10/95....................                24,175,000    24,266,421
San Bernadino County, Board of Education, TRAN 4.25%, 7/28/95...............                29,650,000    29,690,005
Southern California Public Power Authority, Transmission Project Revenue,
Refunding,
    VRDN (Southern Transmission)
    3.25% (Insured; AMBAC and LOC; Swiss Bank Corp.) (a,b)..................                10,000,000    10,000,000
COLORADO--.8%
City and County of Denver, MFHR, Refunding, VRDN (Parliament Apartments
Project)
    4.30% (LOC; Connecticut General Life Insurance Co.) (a,b)...............                10,800,000    10,800,000
CONNECTICUT--1.9%
State of Connecticut, VRDN:
    Economic Recovery Notes 3.60%, Series B (SBPA: Canadian Imperial Bank of
      Commerce, Industrial Bank of Japan and National Westminster Bank) (a).                 7,700,000     7,700,000
    Special Tax Obligation Revenue (Transportation Infrastructure-1)
      3.65% (LOC; Industrial Bank of Japan) (a,b)...........................                12,800,000    12,800,000
Connecticut Development Authority, PCR, Refunding, VRDN (Connecticut Light
and
    Power Co. Project) 3.60%, Series A (LOC; Deutsche Bank) (a,b)...........                 5,000,000     5,000,000
DELAWARE--2.3%
Delaware Economic Development Authority, Revenue, VRDN
    (Hospital Billing Collection):
      3.60%, Series A (Insured; MBIA) (a)...................................                 9,700,000     9,700,000
      3.60%, Series B (Insured; MBIA) (a)...................................                10,000,000    10,000,000
      3.60%, Series C (Insured; MBIA) (a)...................................                11,700,000    11,700,000
DISTRICT OF COLUMBIA--3.8%
District of Columbia, Refunding, VRDN:
    3.90%, Series A-1 (LOC; Sumitomo Bank) (a,b)............................                11,400,000    11,400,000

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED)                                                        JANUARY 31, 1995
                                                                                         PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                         AMOUNT           VALUE
                                                                                      ---------------- --------------
DISTRICT OF COLUMBIA (CONTINUED)
District of Columbia, Refunding, VRDN (continued):
    3.90%, Series A-3 (LOC; Bank of Tokyo) (a,b)............................          $     15,100,000 $  15,100,000
    3.90%, Series A-5 (LOC; Mitsubishi Bank) (a,b)..........................                24,800,000    24,800,000
FLORIDA--3.4%
Dade County Housing Finance Authority, MFMR, VRDN (Flamingo Plaza Apartments)
    3.60%, Series 18 (LOC; The Bank of New York) (a,b)......................                 9,000,000     9,000,000
Orange County School District, RAN:
    3.75%, Series A, 4/6/95.................................................                 6,000,000     6,005,401
    3.75%, Series B, 4/6/95.................................................                19,000,000    19,017,104
Pasco County Industrial Development Authority, Revenue, VRDN
    (Woodhaven Partners Limited Project) 4% (LOC; Kredietbank) (a,b)........                 8,800,000     8,800,000
Pinellas County Health Facilities Authority, Revenue, Refunding, VRDN
    (Pooled Hospital Loan Program) 4.05% (LOC; Chemical Bank) (a,b).........                 2,000,000     2,000,000
GEORGIA--.5%
Georgia Hospital Financing Authority, Revenue, VRDN (Georgia Pooled Hospital
    Loan Program) 4.05% (LOC; First Union National Bank) (a,b)..............                 6,700,000     6,700,000
ILLINOIS--5.4%
Chicago O'Hare International Airport, Revenue, VRDN (American Airlines):
    3.90%, Series C (LOC; Sanwa Bank) (a,b).................................                 6,700,000     6,700,000
    3.90%, Series D (LOC; Sanwa Bank) (a,b).................................                 5,500,000     5,500,000
Glendale Heights, Multi-Family Revenue, VRDN (Glendale Lake Project)
    3.65% (LOC; Citibank) (a,b).............................................                15,745,000    15,745,000
State of Illinois, GO Notes 4.75%, 5/15/95..................................                15,000,000    15,032,129
Illinois Development Finance Authority, Revenue, Refunding, VRDN (Olin Corp.
Project)
    3.85%, Series A (LOC; Credit Suisse) (a,b)..............................                 6,400,000     6,400,000
Illinois Health Facilities Authority, Revenue, VRDN:
    (Resurrection Health Care Systems) 4% (LOC: Comerica Bank, First Chicago
Bank,
      La Salle National Bank and National Bank of Detroit) (a,b)............                15,600,000    15,600,000
    (SSM Health Care Project) 3.25%, Series A (LOC; Industrial Bank of Japan) (a,b)          7,100,000     7,100,000
KENTUCKY--.4%
Kentucky Association of Counties, Reinsurance Trust Revenue, VRDN
    3.95% (LOC; Hong Kong Shanghai Banking Corp.) (a,b).....................                 5,300,000     5,300,000
LOUISIANA--2.8%
Jefferson Parish Hospital Service District No. 2, HR, VRDN 3.70% (Insured; FGIC) (a)         9,000,000     9,000,000
Louisiana Offshore Terminal Authority, Deepwater Port Revenue, Refunding,
VRDN
    (Loop-First Convention) 3.80% (LOC; Union Bank of Switzerland) (a,b)....                18,000,000    18,000,000
Orleans Levee District, VRDN (Capital Recovery Funding Program)
    3.70%, Series A (LOC; Fuji Bank) (a,b)..................................                10,000,000    10,000,000

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED)                                                           JANUARY 31, 1995
                                                                                         PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                         AMOUNT           VALUE
                                                                                      ----------------  ----------------
MAINE--2.4%
Orrington, RRR, VRDN (Penobscott Energy Recovery Co. Project)
    3.475%, 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)      $     32,345,000  $ 32,345,000
MASSACHUSETTS--.8%
Massachusetts Health and Educational Facilities Authority, Revenue, VRDN
    (Capital Assets Program) 3.30%, Series D (Insured; MBIA) (a)............                10,200,000    10,200,000
MICHIGAN--2.1%
Michigan Higher Education Facilities Authority, Revenue, VRDN
    (Aces-Pooled Financing Project) 3.10% (BPA; Comerica Bank and Insured; MBIA) (a)           300,000       300,000
Michigan Hospital Finance Authority, VRDN (Hospital Equipment Loan Program)
    3.55% (LOC; Manufacturers National Bank) (a,b)..........................                12,300,000    12,300,000
Michigan Housing Development Authority, Limited Obligation Revenue, VRDN
    (Laurel Valley) 3.50% (LOC; National Westminster Bank) (a,b)............                 5,900,000     5,900,000
Michigan Strategic Fund, PCR, Refunding, VRDN (Consumers Power Project)
    3.80%, Series A (LOC; Union Bank of Switzerland) (a,b)..................                 9,800,000     9,800,000
MINNESOTA--1.5%
Minnesota Housing Finance Agency, Single Family Mortgage
    5.25%, Series F, 1/16/96 (GIC; Societe Generale)........................                20,000,000    20,000,000
MISSOURI--.8%
Cole County Industrial Development Authority, Industrial Revenue, VRDN
    (Mobine Manufacturing Co. Project) 4.125% (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) 3.25%, Series A (LOC; Industrial Bank of Japan) (a,b)          7,200,000     7,200,000
NEBRASKA--2.3%
Nebraska Higher Education Loan Program Inc., Revenue, VRDN (Student Loan
Program)
    3.60%, Series C (Insured; MBIA) (a).....................................                27,340,000    27,340,000
Nebraska Investment Finance Authority, HR, VRDN (Depreciation Assets)
    3.70%, Series A (Insured; FGIC) (a).....................................                 2,920,000     2,920,000
NEW JERSEY--5.2%
State of New Jersey, TRAN 5%, 6/15/95.......................................                60,000,000    60,224,337
New Jersey Housing and Mortgage Finance Agency, Revenue
    4.20%, 9/29/95 (GIC; Bayerishe Landesbank)..............................                 9,790,000     9,790,000
NEW MEXICO--1.3%
City of Farmington, PCR, Refunding, VRDN  (Arizona Public Service Co.
Project)
    3.80%, Series B (LOC; Barclays Bank) (a,b)..............................                13,700,000    13,700,000
Hurley, PCR, VRDN (Kennecott Sante Fe) 3.80% (Guaranteed by; British Petroleum) (a)          4,300,000     4,300,000

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED)                                                          JANUARY 31, 1995
                                                                                         PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                         AMOUNT           VALUE
                                                                                      ----------------  --------------
NEW YORK--16.2%
City of New York:
    RAN 4.75%, 6/30/95......................................................          $     14,050,000  $ 14,086,895
    TAN 4.25%, 2/15/95......................................................                32,600,000    32,606,690
    VRDN:
      4%, Series A-7 (LOC; Morgan Guaranty Trust Co.) (a,b).................                14,300,000    14,300,000
      4.10%, Subseries E-2 (LOC; Industrial Bank of Japan) (a,b)............                 4,600,000     4,600,000
      4.10%, Subseries E-5 (LOC; Sumitomo Bank) (a,b).......................                14,400,000    14,400,000
New York City Industrial Development Agency, Civil Facility Revenue, VRDN
    (Children's Oncology Society-Ronald McDonald House)
    3.35% (LOC; Barclays Bank) (a,b)........................................                 5,000,000     5,000,000
New York City Trust, Cultural Resources Revenue, VRDN
    (American Musuem of Natural History)
    3.35%, Series B (Insured; MBIA and SBPA; Credit Suisse) (a).............                 6,900,000     6,900,000
New York State Dormitory Authority, Revenues, VRDN (Metropolitan Museum of
Art)
    3.40%, Series A (Guaranteed by; Metropolitan Musuem of Art) (a).........                10,900,000    10,900,000
New York State Local Government Assistance Corp., VRDN:
    3.35%, Series B (LOC: Credit Suisse and Swiss Bank Corp.) (a,b).........                18,700,000    18,700,000
    3.40% Series A (LOC: Credit Suisse, Swiss Bank Corp. and Union Bank of
      Switzerland) (a,b)....................................................                39,500,000    39,500,000
New York State Medical Care Facilities Finance Agency, Revenue, VRDN
    (Pooled Loan Equipment Program) 2.85% (LOC; Chemical Bank) (a,b)........                35,700,000    35,700,000
Suffolk County, TAN 5.25%, 8/15/95 (LOC; West Deutsche Landesbank) (b)......                20,000,000    20,046,835
OHIO--.2%
Cincinnati and Hamilton County Port Authority, IDR, VRDN (Multi-Color Corp.
Project)
    3.25% (LOC; PNC Bank of Ohio) (a,b).....................................                 3,000,000     3,000,000
OREGON--2.8%
Klamath Falls, Electric Revenue (Salt Caves-Hydroelectric)
    3.75%, Series A, 5/2/95 (Escrowed in; U.S. Treasury Bills)..............                29,000,000    29,000,000
Port Morrow, Revenue, Refunding, VRDN (Portland General Electric Boardman
Project)
    3.85% (LOC; Industrial Bank of Japan) (a,b).............................                 8,900,000     8,900,000
PENNSYLVANIA--4.5%
Commonwealth of Pennsylvania, TAN 4.75%, 6/30/95............................                39,000,000    39,123,429
City of Philadelphia, TRAN
    4.75%, 6/15/95 (LOC; Canadian Imperial Bank of Commerce) (b)............                 8,500,000     8,525,569
Philadelphia Hospitals and Higher Education Facilities Authority,
    HR, Refunding, VRDN (Pennsylvania Hospital)
    3.70%, Series B (Insured; FGIC and BPA; Pittsburgh National Bank) (a)...                 7,000,000     7,000,000
Washington County Authority, Lease Revenue, VRDN (Higher Education Pooled
    Equipment Lease Project) 3.70%, Series 1985A (LOC; Sanwa Bank) (a,b)....                 5,800,000     5,800,000

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED)                                                           JANUARY 31, 1995
                                                                                         PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                         AMOUNT           VALUE
                                                                                      ----------------  --------------
SOUTH CAROLINA--.3%
Sumter County, Industrial Revenue, VRDN (Bendix Corp. Project)
    4% (LOC; Sumitomo Bank) (a,b)...........................................          $      4,000,000  $  4,000,000
TEXAS--12.5%
Dallas County, Revenue 3.60%, Series C, 6/15/95 (SBPA; Sanwa Bank)..........                10,200,000    10,200,000
El Paso Health Facilities Development Corp., Revenue, VRDN
    (Providence Memorial Hospital) 4.05% (LOC; Fuji Bank) (a,b).............                12,600,000    12,600,000
Greater East Texas Higher Education Authority Inc., Student Loan Revenue,
Refunding,
    VRDN 3.55%, Series A (LOC; Student Loan Marketing Association) (a,b)....                21,000,000    21,000,000
Harris County Health Facilities Development Corp., VRDN:
    HR:
      (Memorial Hospital Systems Project) 2.90% (LOC; Societe Generale) (a,b)               10,900,000    10,900,000
      (Texas Children's Hospital) 3.50%, Series B (LOC; Bank of America) (a,b)               8,300,000     8,300,000
    Special Facilities Revenue (Texas Medical Center Project) 4.05% (Insured; MBIA) (a)      4,000,000     4,000,000
City of Houston, VRDN:
    Certificates of Obligation
      3.50%, Series A (Liquidity Facility;
      Morgan Guaranty Trust Co.) (a)........................................                 8,400,000     8,400,000
    Public Improvement 3.50%, Series A
      (Liquidity Facility; Morgan Guaranty Trust Co.) (a)...................                 6,400,000     6,400,000
State of Texas, TRAN 5%, 8/31/95............................................                60,000,000    60,228,569
Texas Health Facilities Development Corp., HR, VRDN (North Texas Pooled
Health)
    3.45%, Series 85A (LOC; Citibank) (a,b).................................                18,700,000    18,700,000
Texas Municipal Power Agency, Revenue, CP
    3.70%, 3/10/95 (Revolving Credit: Bank of America, Canadian Imperial Bank
    of Commerce and Morgan Guaranty Trust Co.)..............................                 6,725,000     6,725,000
UTAH--2.6%
Salt Lake County, PCR, Refunding, VRDN (Service Station Holdings Project)
    3.80% (Guaranteed by; British Petroleum) (a)............................                34,200,000    34,200,000
VERMONT--2.4%
State of Vermont, CP 4.20%, Series C, 3/13/95
    (Revolving Credit; Toronto Dominion Bank)...............................                31,400,000    31,400,000
VIRGINIA--3.6%
Fairfax County Industrial Development Authority, Revenue, VRDN
    (Fairfax Hospital Association) 3.65%, Series A (LOC; Dai-Ichi Kangyo Bank) (a,b)        13,200,000    13,200,000
Henrico County Industrial Development Authority, Health Facility, VRDN
    (Hermitage Project) 4.25% (LOC; Nations Bank of Virginia) (a,b).........                35,400,000    35,400,000
WASHINGTON--2.3%
Washington Housing Finance Commission, Non-Profit Housing Revenue, VRDN
    (Emerald Heights Project) 4.20% (LOC; Banque Paribas) (a,b).............                 8,300,000     8,300,000

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED)                                                          JANUARY 31, 1995
                                                                                         PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                         AMOUNT           VALUE
                                                                                      ----------------  --------------
WASHINGTON (CONTINUED)
Washington Public Power Supply System, Revenue, Refunding, VRDN
    (Nuclear Project No.3) 3.55%, Series 3A-3 (LOC; National Westminster Bank) (a,b)  $     22,600,000  $ 22,600,000
WISCONSIN--1.5%
City of Milwaukee, RAN 3.50%, Series A, 2/23/95.............................                20,000,000    20,005,850
                                                                                                    ----------------
TOTAL INVESTMENTS (cost $1,337,193,375).....................................                         $1,337,193,375
                                                                                                     ===============
</TABLE>
<TABLE>
<CAPTION>

SUMMARY OF ABBREVIATIONS
<S>           <C>                                                <C>      <C>
AMBAC         American Municipal Bond Assurance Corporation      MFHR     Multi-Family Housing Revenue
BPA           Bond Purchase Agreement                            MFMR     Multi-Family Mortgage Revenue
CP            Commercial Paper                                   PCR      Pollution Control Revenue
FGIC          Financial Guaranty Insurance Company               RAN      Revenue Anticipation Notes
GIC           Guaranteed Investment Contract                     RRR      Resources Recovery Revenue
GO            General Obligation                                 SBPA     Standby Bond Purchase Agreement
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 Investors Assurance
</TABLE>

<TABLE>
<CAPTION>

SUMMARY OF COMBINED RATINGS (UNAUDITED)
FITCH (C)              OR          MOODY'S             OR         STANDARD & POOR'S          PERCENTAGE OF VALUE
- ---------                          ---------                      --------------------    -----------------------
<S>                                <C>                            <C>                               <C>
F1+/F1                             VMIG1/MIG1, P1 (d)             SP1+/SP1, A1+/A1 (d)              97.1%
F2                                 VMIG2/MIG2, P2                 SP2, A2                            2.4
AAA/AA (e)                         Aaa/Aa (e)                     AAA/AA (e)                          .2
Not Rated (f)                      Not Rated (f)                  Not Rated (f)                       .3
                                                                                                   --------
                                                                                                   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, 1995, 47.7% of the
    Fund's net assets are backed by letters of credit issued by domestic
    banks, foreign banks, corporations and Government Agencies.
    (c)  Fitch currently provides creditworthiness information for a limited
    number 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.
    (f)  Securities which, while not rated by Fitch, Moody's or Standard &
    Poor's have been determined by the Fund's Board of Trustees to be of
    comparable quality to those rated securities in which the Fund may
    invest.

See notes to financial statements.

<TABLE>
<CAPTION>

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES                                                                JANUARY 31, 1995
<S>                                                                                        <C>         <C>
ASSETS:
    Investments in securities, at value-Note 1(a)...........................                           $1,337,193,375
    Interest receivable.....................................................                               11,542,139
                                                                                                       ----------------
                                                                                                        1,348,735,514
LIABILITIES:
    Due to The Dreyfus Corporation..........................................               $   163,328
    Due to Custodian........................................................                 1,834,902
    Due to Distributor......................................................                     9,670      2,007,900
                                                                                          ------------ --------------
NET ASSETS  ................................................................                           $1,346,727,614
                                                                                                       ==============
REPRESENTED BY:
    Paid-in capital.........................................................                           $1,346,904,960
    Accumulated net realized (loss) on investments..........................                                 (177,346)
                                                                                                       ----------------
NET ASSETS at value.........................................................                           $1,346,727,614
                                                                                                       ==============
Shares of Beneficial Interest Outstanding:
    Class A Shares
      (unlimited number of $.001 par value shares authorized)...............                            1,299,474,666
                                                                                                       ==============
    Class B Shares
      (unlimited number of $.001 par value shares authorized)...............                               47,430,294
                                                                                                       ==============
NET ASSET VALUE per share:
    Class A Shares
      ($1,299,301,275 / 1,299,474,666 shares)...............................                                    $1.00
                                                                                                                =====
    Class B Shares
      ($47,426,339 / 47,430,294 shares).....................................                                    $1.00
                                                                                                                =====
</TABLE>


See notes to financial statements.

<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF OPERATIONS                                                                YEAR ENDED JANUARY 31, 1995
<S>                                                                                         <C>           <C>
INVESTMENT INCOME:
    INTEREST INCOME.........................................................                              $43,539,780
    EXPENSES:
      Management fee_Note 2(a)..............................................                $2,972,503
      Distribution fees (Class B Shares)_Note 2(b)..........................                    62,606
                                                                                          ------------
          TOTAL EXPENSES....................................................                                3,035,109
                                                                                                          -------------
INVESTMENT INCOME--NET......................................................                               40,504,671
NET REALIZED (LOSS) ON INVESTMENTS..........................................                                 (177,346)
                                                                                                          -------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................                              $40,327,325
                                                                                                          ===========
</TABLE>

See notes to financial statements.

<TABLE>
<CAPTION>

DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
                                                                                          YEAR ENDED JANUARY 31,
                                                                                   --------------------------------------
                                                                                          1994              1995
                                                                                 ------------------ -----------------
<S>                                                                              <C>                 <C>
OPERATIONS:
    Investment income-net...............................................         $       41,428,601  $     40,504,671
    Net realized gain (loss) on investments.............................                    118,355          (177,346)
    Net unrealized (depreciation) on investments for the year...........                    (24,221)         ___
                                                                                 ------------------ -----------------
          NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..........                 41,522,735        40,327,325
                                                                                 ------------------ -----------------
DIVIDENDS TO SHAREHOLDERS FROM:
    Investment income--net:
      Class A Shares....................................................                (41,428,601)      (39,819,339)
      Class B Shares....................................................                   ___               (685,332)
    Net realized gain on investments:
      Class A Shares....................................................                   ___               (110,083)
      Class B Shares....................................................                   ___                 (1,393)
                                                                                 ------------------ -----------------
          TOTAL DIVIDENDS...............................................                (41,428,601)      (40,616,147)
                                                                                 ------------------ -----------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
    Net proceeds from shares sold:
      Class A Shares....................................................             14,041,812,260    10,802,933,482
      Class B Shares....................................................                        501       125,274,442
    Dividends reinvested:
      Class A Shares....................................................                  6,662,571         6,851,313
      Class B Shares....................................................                   ___                431,015
    Cost of shares redeemed:
      Class A Shares....................................................            (14,147,568,464)  (11,249,985,511)
      Class B Shares....................................................                 ___              (78,275,664)
                                                                                 ------------------ -----------------
          (DECREASE) IN NET ASSETS FROM BENEFICIAL INTEREST TRANSACTIONS                (99,093,132)     (392,770,923)
                                                                                 ------------------ -----------------
            TOTAL (DECREASE) IN NET ASSETS..............................                (98,998,998)     (393,059,745)
NET ASSETS:
    Beginning of year...................................................              1,838,786,357     1,739,787,359
                                                                                 ------------------ -----------------
    End of year.........................................................           $  1,739,787,359  $  1,346,727,614
                                                                                 ==================  ================
</TABLE>

See notes to financial statements.

<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 the Fund's financial statements.

                                                                     CLASS A                                     CLASS B
                                                -----------------------------------------------------------   --------------------
                                                                                                                   YEAR ENDED
                                                                   YEAR ENDED JANUARY 31,                         JANUARY 31,
                                                -----------------------------------------------------------  ---------------------
PER SHARE DATA:                                   1991         1992         1993        1994         1995    1994(1)         1995
                                                -------      -------      -------      -------      -------  -------       -------
    <S>                                         <C>          <C>          <C>          <C>          <C>      <C>           <C>
    Net asset value, beginning of year          $ .9987      $ .9994      $ .9998      $1.0000      $1.0001  $1.0000       $1.0000
                                                -------      -------      -------      -------      -------  -------       -------
    INVESTMENT OPERATIONS:
    Investment income--net..........              .0570        .0417        .0279        .0226        .0278    .0011         .0253
    Net realized and unrealized gain (loss)
      on investments................              .0007        .0004        .0002        .0001       (.0001)    --          (.0001)
                                                -------      -------      -------      -------      -------  -------       -------
      TOTAL FROM INVESTMENT
          OPERATIONS................              .0577        .0421        .0281        .0227        .0277    .0011         .0252
                                                -------      -------      -------      -------      -------  -------       -------
    DISTRIBUTIONS:
    Dividends from investment income_net         (.0570)      (.0417)      (.0279)      (.0226)      (.0278)  (.0011)       (.0253)
    Dividends from net realized gain
      on investments................              --           --           --           --          (.0001)   --             --
                                                -------      -------      -------      -------      -------  -------       -------
      TOTAL DISTRIBUTIONS...........             (.0570)      (.0417)      (.0279)      (.0226)      (.0279)  (.0011)       (.0253)
                                                -------      -------      -------      -------      -------  -------       -------
    Net asset value, end of year....            $ .9994      $ .9998      $1.0000      $1.0001      $ .9999  $1.0000       $ .9999
                                                =======      =======      =======      =======      =======  =======       =======
TOTAL INVESTMENT RETURN.............               5.85%        4.25%        2.83%        2.29%        2.83%    1.83%(2)      2.57%
RATIOS/SUPPLEMENTAL DATA:
    Ratio of expenses to average net assets         .20%         .20%         .20%         .20%         .20%     .45%(2)       .45%
    Ratio of net investment income to
      average net assets............               5.70%        4.16%        2.77%        2.26%        2.73%    1.87%(2)      2.74%
    Decrease reflected in above expense
      ratios due to undertaking by
      the Manager...................                .03%         .05%         .04%         .04%         --      --            --
    Net Assets, end of year (000's omitted)  $1,905,522   $1,668,671   $1,838,786   $1,739,787   $1,299,301       $1       $47,427
</TABLE>
- -------------------------
(1) From January 10, 1994 (commencement of initial offering) to January 31,
    1994.
(2) Annualized.

See notes to financial statements.
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, until August 24, 1994, acted as the distributor of the Fund's
shares, which are sold to the public without a sales load. Dreyfus Service
Corporation is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager"). Effective August 24, 1994, the Manager became a direct
subsidiary of Mellon Bank, N.A.
    On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of Institutional Administration Services, Inc., a provider of
mutual fund administration services, the parent company of which is Boston
Institutional Group, Inc.
    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. There is no
assurance, however, that the Fund will be able to maintain a stable net asset
value of $1.00.
    The Fund offers both Class A and Class B shares. 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 original issue 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, 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 applicable provisions of the Internal
Revenue Code, and to make distributions of income and net realized capital
gain sufficient to relieve it from substantially all Federal income and
excise taxes.
    The Fund has an unused capital loss carryover of approximately $177,000
available for Federal income tax purposes to be applied against future net
securities profits, if any realized subsequent to January 31, 1995. If not
applied, the carryover expires in fiscal 2003.
    At January 31, 1995, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).

DREYFUS TAX EXEMPT CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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.
    Currently, due to an undertaking, the Manager, and not the Fund, is
liable for all 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) On August 5, 1994, Fund shareholders approved a revised Class B
Service Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Pursuant to
the Plan, effective August 24, 1994, the Fund reimburses the Distributor for
distributing the Fund's Class B shares. The Fund also pays The Dreyfus
Corporation and Dreyfus Service Corporation, and their affiliates
(collectively "Dreyfus") for advertising and marketing relating to the Fund's
Class B shares and for providing certain services relating to Class B sharehol
der accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts, at an aggregate annual rate of .25 of 1%
of the value of the Fund's Class B shares average daily net assets. Both the
Distributor and Dreyfus may pay one or more service Agents a fee in respect
of the Fund's Class B shares owned by the shareholders with whom the Service
Agent has a servicing relationship or for whom the Service Agent is the
dealer or holder of record. Both the Distributor and Dreyfus determine the
amounts, if any, to be paid to the Service Agents under the Plan and the
basis on which such payments are made. The fees payable under the Plan are
payable without regard to actual expenses incurred.
    During the period from February 1, 1994 through August 23, 1994, the
Fund's Service Plan ("prior Class B Service Plan") provided that the Fund pay
Dreyfus Service Corporation 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. Dreyfus Service
Corporation made payments to one or more Service Agents based on the value of
the Fund's Class B shares owned by clients of the Service Agent.
    During the year ended January 31, 1995, $38,667 was charged to the Fund
pursuant to the Plan and $23,939 was charged to the Fund pursuant to the
prior Class B Service Plan.
    (C) Prior to August 24, 1994, certain officers and trustees of the Fund
were "affiliated persons," as defined in the Act, of the Manager and/or
Dreyfus Service Corporation. Each trustee who is not an "affiliated person"
receives an annual fee of $3,000 and an attendance fee of $500 per meeting.
DREYFUS TAX EXEMPT CASH MANAGEMENT
REPORT OF ERNST & YOUNG LLP, 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, 1995, 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, 1995 by correspondence with the custodian.
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, 1995, 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 & Young Signature Logo)
New York, New York
March 7, 1995

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, 1995 as "exempt-interest dividends" (not generally subject to
regular Federal income tax).

DREYFUS TAX EXEMPT
CASH MANAGEMENT
200 PARK AVENUE
NEW YORK, NY 10166
MANAGER
THE DREYFUS CORPORATION
200 PARK AVENUE
NEW YORK, NY 10166
CUSTODIAN
THE BANK OF NEW YORK
90 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.                        264/675AR951

DREYFUS
TAX EXEMPT
CASH
MANAGEMENT











ANNUAL REPORT
January 31, 1995



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