Page 1 of 6
File Nos. 2-89275 and 811-3954
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 21 [ X ]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 21 [ X ]
(Check appropriate box or boxes)
DREYFUS TAX EXEMPT CASH MANAGEMENT
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6020
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
__X__ immediately upon filing pursuant to paragraph (b)
_____ on _________________ pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a) (i)
_____ on (date) pursuant to paragraph (a) (i)
_____ 75 days after filing pursuant to paragraph (a) (ii)
_____ on (date) pursuant to paragraph (a) (ii) of Rule 485
Registrant has registered an indefinite number of shares of its Beneficial
Interest under the Securities Act of 1933 pursuant to Sec. 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the fiscal
year ended January 31, 1996 was filed March 28, 1996.
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REGISTRATION STATEMENT NOS. 2-89275 AND 811-3954
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
For Registration under the Securities Act of 1933 of Securities of Open-End
Management Investment Companies registered on Form N-1A.
A. Exact name of Company specified in Charter:
DREYFUS TAX EXEMPT CASH MANAGEMENT - CLASS A
B. Complete address of Company's principal executive offices:
c/o The Dreyfus Corporation, 200 Park Avenue, New York, NY 10166
C. Name and complete address of agent for service:
Mark N. Jacobs, Esq., The Dreyfus Corporation
200 Park Avenue, New York, NY 10166
D. Title and amount of Securities being registered (number of shares or
other units):
544,429,442 Shares (See Note Below)
E. Proposed aggregate offering price to the public of the securities being
registered:
$290,000 (Determined on the basis of the closing
price on September 19, 1996 i.e. $1.00
per share (See Note Below))
F. Amount of filing fee, computed at one twenty-ninth of one percent of
the proposed maximum aggregate offering price to the public:
$100 (See Note Below)
G. Approximate date of proposed public offering:
As soon as practicable after the effective date of this
Registration Statement, and thereafter from day to day
NOTE: Shares to be registered pursuant to Rule 24e-2
Aggregate
Offering Price
Total Shares Registered: 544,429,442 X $1.00 = $544,429,442
Less Adjustment for Shares
Redeemed in excess of Shares
Sold during Fiscal Year
ended January 31, 1996: 544,139,442 X $1.00 = $544,139,442
290,000 X $1.00 = $ 290,000
Fee at 1/29 of 1% $ 100
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CONSENT OF STROOCK & STROOCK & LAVAN
The Consent of Stroock & Stroock & Lavan, counsel to the Registrant, has
been included in their Opinion filed as Exhibit 10 to this Amendment to the
Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State of
New York, on the 26th day of September, 1996.
DREYFUS TAX EXEMPT CASH MANAGEMENT
BY: /s/ Marie E. Connolly*
MARIE E. CONNOLLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE
/s/ Marie E. Connolly* President and Treasurer
Marie E. Connolly (Principal Executive, Financial
and Accounting Officer)
/s/ David W. Burke* Trustee
David W. Burke
/s/ Isabel P. Dunst* Trustee
Isabel P. Dunst
/s/ Lyle E. Gramley* Trustee
Lyle E. Gramley
/s/ Warren B. Rudman* Trustee
Warren B. Rudman
*BY: /s/ Richard W. Ingram
Richard W. Ingram, Attorney-in-Fact
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<NAME> DREYFUS TAX EXEMPT CASH MANAGEMENT
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</TABLE>
