DREYFUS TAX EXEMPT CASH MANAGEMENT
LETTER TO SHAREHOLDERS
Dear Shareholder:
We are pleased to report the performance of Dreyfus Tax Exempt Cash
Management for the 12-month period ended January 31, 1997 as shown in the
following table:
<TABLE>
<CAPTION>
Annualized
Annualized Yield Effective Yield*
_________________ _______________
<S> <C> <C>
Institutional Shares 3.25% 3.30%
Investor Shares 3.00% 3.04%
Administrative Shares ** 3.22% 3.27%
Participant Shares ** 2.92% 2.96%
</TABLE>
THE ECONOMY
In recent months, the U.S. economy appeared to be advancing more rapidly
than it had been previously, as incoming data reflected an accelerated pace.
December's strong gains in nonfarm payrolls and the length of the workweek,
along with upward revisions of both for November, convinced many analysts
that fourth quarter Gross Domestic Product (GDP) growth would be strong _ in
the 4% range. Their estimates were, in actuality, low, as the reported GDP
rate was a brisk 4.7%. While such strong economic growth has not yet produced
higher inflation, forthcoming data on wage and benefits growth, home sales,
and purchasing managers' outlays may rekindle inflation concerns. Some
Federal Reserve Board officials have been voicing concern already, although
Fed Chairman Greenspan gave little sense of urgency in his commentary to the
Senate Budget Committee on January 21. Additionally, the Fed Beige Book
survey of national economic conditions contained few hints of price
pressures.
Given these indications, the Fed seems likely to rely on anti-inflation
rhetoric rather than action until evidence of price pressures becomes more
persuasive. Nonetheless, words of caution from Fed Chairman Alan Greenspan
during December, and January's robust economic data, have pushed up market
interest rates on six-month to one-year money market securities, as investors
begin to see the possibility of higher rates ahead.
MARKET ENVIRONMENT/PORTFOLIO
The economic picture is always an important component of our overall
portfolio strategy. However, market expectations can also affect the
short-term municipal market_as was the case in this most recent period. The
anticipation of Federal Reserve activity prior to the Presidential election
this past November left the market jittery, while the lack of Fed action in
the weeks following the election helped settle the market into a trading
range. However, various other influences which affect our market (most
specifically supply/demand) can lead us to adjust our strategy, and result in
a portfolio structure and/or average maturity which may not appear to
coincide exactly with interest rate moves, economic conditions, or forecasts.
For example, during this period, one might have expected that your Fund's
average maturity would be relatively short in expectation of higher rates.
However, due to the dearth of supply of high quality note issues in the
municipal note market, we were able to extend the average maturity beyond 50
days, and lock in attractive rates as 1996 drew to a close. This strategy
served us well when rates dropped significantly (albeit temporarily) in
January, and also left flexibility to extend further should conditions
warrant and opportunities arise.
In the coming months, we expect additional technical market situations to
occur such as increased redemptions due to tax payments during April and the
maturation of significant note issues in June. As a result of these
anticipated market events, we expect to adjust the portfolio's composition to
respond to the supply and cashflow changes in an effort to maximize your
Fund's yield performance. As we endeavor to accomplish this, we will continue
to commit to those issues which meet our high quality investment guidelines
and which provide the appropriate level of liquidity for your Fund's
needs. Additionally, we will monitor those conditions which affect our
marketplace and adjust our investment policy where necessary to enhance your
Fund's return.
Included in this report is a series of detailed statements about your
Fund's holdings and its financial condition., We hope they are informative.
Please know that we appreciate greatly your continued confidence in the Fund
and in The Dreyfus Corporation.
Very truly yours,
[Richard J. Moynihan signature logo]
Richard J. Moynihan
Director, Municipal Portfolio Management
The Dreyfus Corporation
February 18, 1997
New York, N.Y.
* Annualized effective yield takes into account the effect of compounding
and is based upon dividends declared daily and reinvested monthly.
**Since inception on November 21, 1996.
<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS JANUARY 31, 1997
Principal
Tax Exempt Investments_100.0% Amount Value
___________ ___________
<S> <C> <C>
Alabama_.5%
McIntosh Industrial Development Board, PCR, VRDN (CIBA-Geigy Corp. Project)
3.65% (LOC; Credit Suisse) (a,b)........................................ $ 9,200,000 $ 9,200,000
Arkansas_.7%
University of Arkansas, University Revenues, VRDN (UAMS Campus)
3.65% (LOC; Credit Suisse) (a,b)........................................ 12,700,000 12,700,000
California_10.0%
State of California:
RAN 4.50%, 6/30/97...................................................... 15,000,000 15,031,208
VRDN 3.60%, Series C-5 (LOC: Bank of America, Bank of Nova Scotia,
Commerzbank and National Westminster Bank) (a,b)...................... 24,100,000 24,100,000
California Public Capital Improvements Financing Authority, Revenue
(Pooled Project) 3.65%, Series C, 3/17/97 (LOC; National Westminster Bank) (b) 10,000,000 10,000,000
California School Cash Reserve Program Authority, Revenue
4.75%, Series A, 7/2/97 (Insured; MBIA)................................. 47,000,000 47,160,235
Chula Vista, VRDN 3.55%, Series A (LOC; San Diego Gas and Electric Co.) (a,b) 9,100,000 9,100,000
Los Angeles County, TRAN 4.50%, Series A, 6/30/97 (LOC: Bank of America, Credit Suisse,
Morgan Guaranty Trust Co., Union Bank of Switzerland and WestDeutsche Landesbank) (b) 27,000,000 27,056,973
Los Angeles County Transportation Commission, Sales Tax Revenue, Refunding, VRDN
3.40%, Series A (BPA; Bayerishe Landesbank and Insured; FGIC) (a)....... 14,200,000 14,200,000
Los Angeles Metropolitan Transportation Authority, Sales Tax Revenue, Refunding, VRDN
(Prop C-Second Series)
3.45%, Series A (BPA; Credit Locale de France and Insured; MBIA) (a).... 10,000,000 10,000,000
Sacramento County, MFHR, VRDN 3.70%, Series B (LOC; Dai-Ichi Kangyo Bank) (a,b) 6,900,000 6,900,000
Sacramento County Housing Authority, MFHR, Refunding, VRDN (Grouse Run Apartments)
3.50% (LOC; Bank of America) (a,b)...................................... 6,500,000 6,500,000
Colorado_1.8%
City and County of Denver, MFHR, Refunding, VRDN (Parliament Apartments)
3.70% (Corp. Guaranty; Connecticut General) (a)......................... 22,200,000 22,200,000
Douglas County, MFHR, VRDN (Autumn Chase Project) 3.60% (LOC; Citibank) (a,b) 9,500,000 9,500,000
Connecticut_2.4%
State of Connecticut:
Special Assessment Unemployment Compensation Advance Fund, Revenue
(Connecticut Unemployment) 3.90%, Series C, 7/1/97 (Insured; FGIC).... 23,000,000 23,000,000
Special Tax Obligation Revenue, VRDN (Transportation Infrastructure-1)
3.50% (LOC; Commerzbank) (a,b)........................................ 12,500,000 12,500,000
Connecticut Development Authority, PCR, Refunding, VRDN
(Connecticut Light and Power Co. Project)
3.55%, Series A (LOC; Deutsche Bank) (a,b).............................. 5,500,000 5,500,000
Delaware_3.6%
Delaware Economic Development Authority, Revenue, VRDN (Hospital Billing Collection):
3.60%, Series A (BPA; Morgan Stanley and Co. and Insured; MBIA) (a)..... 9,700,000 9,700,000
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1997
Principal
Tax Exempt Investments (continued) Amount Value
___________ ___________
Delaware (continued)
Delaware Economic Development Authority, Revenue,
VRDN (Hospital Billing Collection) (continued):
3.60%, Series B (BPA; Morgan Stanley and Co. and Insured; MBIA) (a)... $ 33,200,000 $ 33,200,000
3.60%, Series C (BPA; Morgan Stanley and Co. and Insured; MBIA) (a)... 18,700,000 18,700,000
District of Columbia_6.3%
District of Columbia:
Revenue (Supplemental Student Loan) 4.33%, 7/1/97 (LOC; Bank of Tokyo-Mitsubishi) (b) 9,000,000 9,010,023
VRDN:
(General Fund Recovery):
3.70%, Series B-1 (LOC; Union Bank of Switzerland) (a,b).......... 22,900,000 22,900,000
3.70%, Series B-2 (LOC; WestDeutsche Landesbank) (a,b)............ 13,700,000 13,700,000
3.70%, Series B-3 (LOC; Landesbank Hessen) (a,b).................. 43,100,000 43,100,000
Refunding:
3.70%, Series A-5 (LOC; Bank of Nova Scotia) (a,b)................ 7,500,000 7,500,000
3.70%, Series A-6 (LOC; National Westminster Bank) (a,b).......... 10,800,000 10,800,000
Florida_3.4%
Orange County Housing Finance Authority, MFHR, VRDN (Heather Glenn Apartments)
3.55%, Series B (LOC; FNMA) (a,b)....................................... 12,600,000 12,600,000
Pinellas County Health Facilities Authority, Revenue, Refunding, VRDN
(Pooled Hospital Loan Program) 3.60% (LOC; Chase Manhattan Bank) (a,b).. 5,000,000 5,000,000
Saint Lucie County, PCR, Refunding, VRDN
(Florida Power and Light Co. Project)
3.65% (LOC; Florida Power and Light Co.) (a,b).......................... 8,400,000 8,400,000
Sunshine State Governmental Financing Commission, Revenue, CP:
3.40%, Series B, 2/12/97 (Liquidity; State Board of Administration of Florida) 22,090,000 22,090,000
3.50%, 4/10/97 (Liquidity; State Board of Administration of Florida).... 9,480,000 9,480,000
Georgia_.7%
Burke County Development Authority, PCR, VRDN (Georgia Power Co-Vogtle Project)
3.70% (LOC; Georgia Power Co.) (a,b).................................... 12,500,000 12,500,000
Illinois_1.3%
Glendale Heights, Multi-Family Revenue, VRDN (Glendale Lake Project)
3.60% (LOC; Citibank) (a,b)............................................. 15,345,000 15,345,000
Illinois Health Facilities Authority, Revenue, VRDN (SSM Health Care Project)
3.50%, Series A (LOC; Rabobank) (a,b)................................... 6,200,000 6,200,000
Indiana_2.6%
Indiana Bond Bank, Advanced Funding Program Notes
4.25%, Series A-2, 1/21/98 (SBPA; Norwest Bank)......................... 29,000,000 29,148,190
Petersburg, PCR, Refunding, VRDN (Indiana Power and Light)
3.60%, Series B (Liquidity; Indianapolis Power and Light and Insured; AMBAC) (a) 15,000,000 15,000,000
Louisiana_1.7%
Jefferson Parish Hospital Service District No.2, HR, VRDN 3.55% (Insured; FGIC) (a) 9,000,000 9,000,000
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1997
Principal
Tax Exempt Investments (continued) Amount Value
___________ ___________
Louisiana (continued)
Louisiana Offshore Terminal Authority, Deepwater Port Revenue, Refunding, VRDN
(First Stage-Loop Inc.)
3.60%, Series A (LOC; Union Bank of Switzerland) (a,b).................. $ 8,000,000 $ 8,000,000
Plaquemines Port Harbor and Terminal District, Port Facilities Revenue
(International Marine Terminal Project)
3.25%, Series A, 3/17/97 (LOC; Morgan Guaranty Trust Co.) (b)........... 12,000,000 12,000,000
Maine_1.6%
Orrington, RRR, VRDN (Penobscott Energy Recovery Project)
3.425%, Series A (LOC: Bank of Nova Scotia, Bankers Trust, Canadian Imperial Bank
of Commerce and Toronto-Dominion Bank) (a,b)............................ 27,700,000 27,700,000
Maryland_.8%
Baltimore County, EDR, Refunding, VRDN (Blue Circle Inc. Project)
3.55% (LOC; Danske Bank) (a,b).......................................... 13,600,000 13,600,000
Massachusetts_1.9%
Massachusetts Health and Educational Facilities Authority, Revenue, VRDN
(Capital Assets Program):
3.55%, Series D (Liquidity; Credit Suisse and Insured; MBIA) (a)...... 13,800,000 13,800,000
3.60%, Series E (LOC; First Chicago Corp.) (a,b)...................... 18,000,000 18,000,000
Michigan_3.8%
Michigan Building Authority, Revenue, CP
3.50%, Series 1, 5/1/97 (LOC; Canadian Imperial Bank of Commerce) (b)... 21,415,000 21,415,000
Michigan Hospital Finance Authority, VRDN (Hospital Equipment Loan Program)
3.50% (LOC; Comerica Bank) (a,b)........................................ 4,900,000 4,900,000
Michigan Housing Development Authority, LOR, VRDN (Laurel Valley)
3.55% (LOC; National Westminster Bank) (a,b)............................ 5,900,000 5,900,000
Michigan Strategic Fund, LOR, Refunding, VRDN (Detroit Edison)
3.60%, Series CC (LOC; Barclays Bank) (a,b)............................. 6,400,000 6,400,000
Michigan Underground Storage Tank Financial Assurance Authority, Revenue, CP
3.60%, Series I, 2/5/97 (LOC; Canadian Imperial Bank of Commerce) (b)... 20,000,000 20,000,000
Monroe County Economic Development Corporation, LOR, Refunding, VRDN (Detroit Edison)
3.60% (LOC; Barclays Bank) (a,b)........................................ 7,200,000 7,200,000
Missouri_1.0%
Missouri Health and Educational Facilities Authority, VRDN:
Educational Facilities Revenue, Refunding (Washington University)
3.70%, Series B (Liquidity; Morgan Guaranty Trust Co.) (a)............ 10,800,000 10,800,000
Health Facilities Revenue (SSM Health Care Project)
3.50%, Series A (LOC; Rabobank Nederland) (b)......................... 6,300,000 6,300,000
Nebraska_1.9%
Nebraska Higher Education Loan Program Inc., Revenue, VRDN (Student Loan Program)
3.55%, Series C (BPA; Student Loan Marketing Association and Insured; MBIA) (a) 27,340,000 27,340,000
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1997
Principal
Tax Exempt Investments (continued) Amount Value
___________ ___________
Nebraska (continued)
Nebraska Investment Finance Authority, HR, VRDN (Depreciation Assets)
3.55%, Series A (Insured; FGIC and Liquidity; First Bank National Association) (a) $ 4,280,000 $ 4,280,000
New Jersey_8.6%
Essex County Improvement Authority, Project Revenue, VRDN (County Asset Sale Project)
3.35% (BPA; Morgan Guaranty Trust Co. and Insured; AMBAC) (a)........... 10,000,000 10,000,000
Hudson County Improvement Authority, VRDN (Essential Purpose Pooled Government)
3.45% (LOC: Comerica Bank and Fuji Bank) (a,b).......................... 11,200,000 11,200,000
State of New Jersey, CP 3.50%, 4/10/97 (Liquidity; Union Bank of Switzerland) 19,000,000 19,000,000
New Jersey Health Care Facilities Financing Authority, Revenue, VRDN
(Capital Asset Financing)
3.35%, Series D (LOC; Chase Manhattan Bank) (a,b)....................... 7,000,000 7,000,000
New Jersey Sports and Exposition Authority, VRDN (State Contract)
3.35%, Series C (Insured; MBIA and Liquidity; Barclays Bank) (a)........ 36,655,000 36,655,000
New Jersey Turnpike Authority, Revenue, Refunding, VRDN
3.35%, Series D (BPA; Societe Generale and Insured; FGIC) (a)........... 63,700,000 63,700,000
New York_19.4%
City of New York:
RAN 4.50%, Series B, 6/30/97 (LOC: Bank of Nova Scotia,
Canadian Imperial Bank of Commerce and Commerzbank) (b)............... 42,000,000 42,180,594
VRDN:
3.60%, Series B-Subseries B-6
(Liquidity; WestDeutsche Landesbank and Insured; MBIA) (a)........ 17,050,000 17,050,000
3.65%, Subseries E-5 (LOC; Morgan Guaranty Trust Co.) (a,b)........... 8,300,000 8,300,000
New York City Industrial Development Agency, Civil Facility Revenue, VRDN
(Children's Oncology Society-Ronald McDonald House)
3.40% (LOC; Barclays Bank) (a,b)........................................ 4,700,000 4,700,000
New York City Municipal Water Finance Authority, Water and Sewer Systems Revenue, VRDN:
3.65%, Series C (Insured; FGIC) (a)..................................... 5,400,000 5,400,000
3.65%, Series G (Insured; FGIC) (a)..................................... 13,000,000 13,000,000
3.75%, Series A (Insured; FGIC) (a)..................................... 8,000,000 8,000,000
New York City Trust, Cultural Resources Revenue, VRDN
(American Museum 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:
CP (Memorial Sloan Kettering)
3.55%, Series A, 2/27/97 (LOC; Chase Manhattan Bank) (b).............. 11,000,000 11,000,000
VRDN (Metropolitan Museum of Art)
3.40%, Series A (Guaranteed by; Metropolitan Museum of Art) (a)....... 2,800,000 2,800,000
New York State Energy, Research and Development Authority, PCR, VRDN
(Orange/Rockland Utility)
3.35%, Series A (BPA; Societe Generale and Insured; AMBAC) (a).......... 18,500,000 18,500,000
New York State Local Government Assistance Corporation, VRDN:
3.35%, Series G (LOC; National Westminster Bank) (a,b).................. 26,900,000 26,900,000
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1997
Principal
Tax Exempt Investments (continued) Amount Value
____________ ____________
New York (continued)
New York State Local Government Assistance Corporation, VRDN (continued):
3.40%, Series B (LOC; Credit Suisse) (a,b).............................. $ 18,100,000 $ 18,100,000
3.40%, Series C (LOC; Landesbank Hessen-Thuringen) (a,b)................ 36,100,000 36,100,000
3.45%, Series A (LOC: Credit Suisse and Union Bank of Switzerland) (a,b) 31,200,000 31,200,000
New York State Medical Care Facilities Finance Agency, Revenue, VRDN
(Pooled Loan Equipment Program)
3.45% (LOC; Chase Manhattan Bank) (a,b)................................. 55,700,000 55,700,000
Suffolk County, TAN 4%, Series I, 8/14/97 (LOC: Canadian Imperial Bank of Commerce,
National Westminster Bank and WestDeutsche Landesbank) (b).............. 25,000,000 25,066,157
North Carolina_.6%
North Carolina Medical Care Commission, VRDN (Pooled Financing Project)
3.70%, Series A (LOC; Nationsbank) (a,b)................................ 9,900,000 9,900,000
Ohio_1.3%
Cincinnati and Hamilton County Port Authority, IDR, VRDN (Multi-Color Corp. Project)
3.50% (LOC; PNC Bank of Ohio) (a,b)..................................... 1,100,000 1,100,000
Green County, Certificates of Indebtedness, BAN 3.88%, 6/4/97............... 14,000,000 14,007,265
Scioto County, Marine Terminal Facilities Revenue, Refunding, VRDN
(Norfolk Southern Corp. Project) 3.55% (LOC; Norfolk Southern Corp.) (a,b) 7,500,000 7,500,000
Oregon_.6%
Port Morrow, Revenue, Refunding, VRDN (Portland General Electric-Boardman Project)
3.75% (LOC; Industrial Bank of Japan) (a,b)............................. 10,500,000 10,500,000
Pennsylvania_3.0%
Allegheny County Port Authority, GAN
3.90%, Series A, 6/30/97 (LOC; PNC Bank) (b)............................ 17,755,000 17,755,000
Emmaus General Authority, Revenue, VRDN:
3.65%, Subseries E-5 (LOC; Midland Bank) (a,b).......................... 8,000,000 8,000,000
3.65%, Series E-9 (LOC; Midland Bank) (a,b)............................. 10,000,000 10,000,000
3.65%, Subseries G-5 (LOC; Midland Bank) (a,b).......................... 4,000,000 4,000,000
Schuylkill County Industrial Development Authority, RRR, VRDN
(Westwood Energy Property Project)
3.75% (LOC; Fuji Bank) (a,b)............................................ 7,700,000 7,700,000
Washington County Authority, Lease Revenue, VRDN
(Higher Education Pooled Equipment Lease Project)
3.60%, Series 1985A (LOC; First Union National Bank) (a,b).............. 3,400,000 3,400,000
South Carolina_.2%
Sumter County, Industrial Revenue, VRDN (Bendix Corp. Project)
4.075% (LOC; Sumitomo Bank) (a,b)....................................... 4,000,000 4,000,000
Texas_12.0%
Bexar County Health Facility Development Corporation, VRDN (Air Force Village)
3.55% (LOC; Rabobank Nederland) (a,b)................................... 14,300,000 14,300,000
Dallas County, Permanent Improvement Revenue
3.75%, Series C, 6/17/97 (SBPA; Union Bank of Switzerland).............. 8,375,000 8,375,000
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1997
Principal
Tax Exempt Investments (continued) Amount Value
___________ ___________
Texas (continued)
Greater East Texas Higher Education Authority Inc., Student Loan Revenue, Refunding
4.05%, Series A, 9/1/97 (LOC; Student Loan Marketing Association) (b)... $ 21,000,000 $ 21,000,000
Gulf Coast Waste Disposal Authority, VRDN (Amoco Oil Co. Project)
3.60% (Corp. Guaranty; Amoco Credit Corp.) (a).......................... 29,340,000 29,340,000
Harris County Health Facilities Development Corporation, HR, VRDN
(Texas Children's Hospital) 3.55%, Series B-1 (LOC; Bank of America) (a,b) 8,300,000 8,300,000
North Central Texas Health Facility Development Corporation, Revenue, VRDN
(Methodist Hospitals Dallas)
3.70%, Series B (BPA; Chase Manhattan Bank and Insured; MBIA) (a)....... 7,700,000 7,700,000
Sabine River Authority, VRDN (Texas Utility Electric Co. Project)
3.65% (Insured; AMBAC and SBPA; The Bank of New York) (a)............... 6,700,000 6,700,000
State of Texas, TRAN 4.75%, 8/29/97......................................... 77,800,000 78,247,957
Texas Department of Housing and Community Affairs, MFHR, VRDN (Higher Point III)
3.45%, Series A (LOC; Trust Co. Bank of Georgia) (a,b).................. 12,490,000 12,490,000
Texas Health Facilities Development Corporation, HR, VRDN (North Texas Pooled Health)
3.50%, Series 85A (LOC; Banque Paribas) (a,b)........................... 17,900,000 17,900,000
Utah_.9%
Intermountain Power Agency, Power Supply Revenue
3.93%, Series E, 6/16/97 (LOC; Morgan Guaranty Trust Co.) (b)........... 15,000,000 15,000,000
Virginia_1.6%
Henrico County Industrial Development Authority, Health Facility Revenue, VRDN
(Hermitage Project) 3.70% (LOC; Nations Bank of Virginia) (a,b)......... 16,600,000 16,600,000
Peninsula Ports Authority, Port Facility Revenue, Refunding, VRDN (Shell Oil Co.)
3.65% (LOC; Shell Oil Co.) (a,b)........................................ 10,100,000 10,100,000
Washington_1.9%
Snohomish County Public Utilities District No.1, Electric Revenue, VRDN
(Generation Systems)
3.50% (Insured; MBIA and SBPA; Industrial Bank of Japan) (a)............ 10,760,000 10,760,000
Washington Public Power Supply System, Revenue, Refunding, VRDN (Nuclear Project No.3)
3.45% (LOC; National Westminster Bank) (a,b)............................ 21,700,000 21,700,000
Wisconsin_.6%
State of Wisconsin, Operating Notes 4.50%, 6/16/97.......................... 10,000,000 10,020,647
U.S. Related_3.3%
Commonwealth of Puerto Rico, Government Development Bank:
CP 3.35%, 3/12/97....................................................... 20,000,000 20,000,000
VRDN 3.20% (LOC; Credit Suisse) (a,b)................................... 36,600,000 36,600,000
______________
TOTAL INVESTMENTS (cost $1,707,104,249)..................................... $1,707,104,249
================
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
Summary of Abbreviations
<S> <C> <S> <C>
AMBAC American Municipal Bond Assurance Corporation LOR Limited Obligation Revenue
BAN Bond Anticipation Notes MBIA Municipal Bond Investors Assurance
BPA Bond Purchase Agreement Insurance Corporation
CP Commercial Paper MFHR Multi-Family Housing Revenue
EDR Economic Development Revenue PCR Pollution Control Revenue
FGIC Financial Guaranty Insurance Company RAN Revenue Anticipation Notes
FNMA Federal National Mortgage Association RRR Resources Recovery Revenue
GAN Grant Anticipation Notes 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
</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) 96.0%
F2 VMIG2/MIG2, P2 SP2, A2 1.6
AAA/AA (e) Aaa/Aa (e) AAA/AA (e) 1.3
Not Rated (f) Not Rated (f) Not Rated (f) 1.1
______
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, 1997, 58.4% of the
Fund's net assets are backed by letters of credit issued by domestic
banks, foreign banks, brokerage firms, 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 and 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, 1997
Cost Value
_______________ _______________
<S> <C> <C> <C>
ASSETS: Investments in securities_See Statement of Investments $1,707,104,249 $1,707,104,249
Cash....................................... 1,950,681
Interest receivable........................ 10,891,762
_______________
1,719,946,692
_______________
LIABILITIES: Due to The Dreyfus Corporation and affiliates 208,019
Due to Distributor......................... 8,186
Payable for investment securities purchased 29,148,190
_______________
29,364,395
_______________
NET ASSETS.................................................................. $1,690,582,297
===============
REPRESENTED BY: Paid-in capital............................ $1,691,050,426
Accumulated net realized gain (loss) on investments (468,129)
_______________
NET ASSETS.................................................................. $1,690,582,297
===============
</TABLE>
<TABLE>
<CAPTION>
NET ASSET VALUE PER SHARE
___________________________
Institutional Administrative Investor Participant
Shares Shares Shares Shares
_______________ ____________ _________ ____________
<S> <C> <C> <C> <C>
Net Assets................................. $1,646,150,869 $ 100 $44,431,228 $ 100
Shares Outstanding......................... 1,646,602,718 100 44,447,508 100
NET ASSET VALUE PER SHARE.................. $1.00 $1.00 $1.00 $1.00
===== ===== ====== ======
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF OPERATIONS YEAR ENDED JANUARY 31, 1997
INVESTMENT INCOME
<S> <C> <C> <C>
INCOME Interest Income............................ $49,726,688
EXPENSES: Management fee_Note 2(a)................... $ 2,873,913
Distribution fees_Note 2(b)................ 142,130
___________
Total Expenses......................... 3,016,043
_____________
INVESTMENT INCOME-NET....................................................... 46,710,645
NET REALIZED GAIN (LOSS) ON INVESTMENTS_Note 1(b)........................... (143,888)
_____________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $46,566,757
=============
SEE NOTES TO FINANCIAL STATEMENTS.
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
January 31, 1997 January 31, 1996
_____________________ _________________
OPERATIONS:
Investment income_net............................................. $ 46,710,645 $ 53,781,575
Net realized gain (loss) on investments........................... (143,888) (146,895)
_____________________ _________________
Net Increase (Decrease) in Net Assets Resulting from Operations 46,566,757 53,634,680
_____________________ _________________
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income_net:
Institutional Shares (1)........................................ (45,012,769) (51,734,254)
Investor Shares (1)............................................. (1,697,876) (2,047,321)
_____________________ _________________
Total Dividends............................................. (46,710,645) (53,781,575)
_____________________ _________________
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Institutional Shares (1)........................................ 9,298,861,788 9,164,962,455
Administrative Shares (2)....................................... 100 ____
Investor Shares (1)............................................. 296,939,516 246,403,713
Participant Shares (2).......................................... 100 ____
Dividends reinvested:
Institutional Shares (1)........................................ 8,434,270 9,367,571
Investor Shares (1)............................................. 465,948 1,222,265
Cost of shares redeemed:
Institutional Shares (1)........................................ (9,027,504,862) (9,106,993,170)
Investor Shares (1)............................................. (332,780,607) (215,233,621)
_____________________ _________________
Increase (Decrease) in Net Assets from Beneficial
Interest Transactions 244,416,253 99,729,213
_____________________ _________________
Total Increase (Decrease) in Net Assets................... 244,272,365 99,582,318
NET ASSETS:
Beginning of Period............................................... 1,446,309,932 1,346,727,614
_____________________ _________________
End of Period..................................................... $ 1,690,582,297 $ 1,446,309,932
====================== ====================
(1) Effective November 20, 1996, Class A shares were redesignated as
Institutional Shares and Class B shares were redesignated
as Investor Shares.
(2) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
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 period indicated. This
information has been derived from the Fund's financial statements.
Administrative
Institutional Shares Shares
_______________________________________________________________ ____________
Period Ended
Year Ended January 31, January 31,
_______________________________________________________________ ____________
PER SHARE DATA: 1997(1) 1996 1995 1994 1993 1997(2)
_______ _______ _______ _______ _______ _______
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $ 1.00
_______ _______ _______ _______ _______ _______
Investment Operations:
Investment income_net............... .033 .037 .028 .023 .028 .006
_______ _______ _______ _______ _______ _______
Distributions:
Dividends from investment income-net (.033) (.037) (.028) (.023) (.028) (.006)
_______ _______ _______ _______ _______ _______
Net asset value, end of period...... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ======= ======= ======= =======
TOTAL INVESTMENT RETURN............... 3.31% 3.72% 2.83% 2.29% 2.83% 3.24%(3)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets .20% .20% .20% .20% .20% .30%(3)
Ratio of net investment income
to average net assets....... 3.25% 3.64% 2.73% 2.26% 2.77% 3.54%(3)
Decrease reflected in
above expense ratios
due to undertakings by the Manager _ _ _ .04% .04% _
Net Assets, end of period
(000's Omitted) $1,646,151 $1,366,497 $1,299,301 $1,739,787 $1,838,786 _
(1) Effective November 20, 1996, Class A shares were
redesignated as Institutional Shares.
(2) From November 21, 1996 (commencement of initial
offering) to January 31, 1997.
(3) Annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
DREYFUS TAX EXEMPT CASH MANAGEMENT
FINANCIAL HIGHLIGHTS (CONTINUED)
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 period indicated. This
information has been derived from the Fund's financial statements.
Participant
Investor Shares Shares
______________________________________________________ ______________
Period Ended
Year Ended January 31, January 31,
______________________________________________________
PER SHARE DATA: 1997(1) 1996 1995 1994(2) 1997(3)
_______ _______ _______ _______ _______
Net asset value, beginning of period....... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
_______ _______ _______ _______ _______
Investment Operations:
Investment income_net..................... .030 .034 .025 .001 .006
_______ _______ _______ _______ _______
Distributions:
Dividends from investment income-net....... (.030) (.034) (.025) (.001) (.006)
_______ _______ _______ _______ _______
Net asset value, end of period............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======== =======
TOTAL INVESTMENT RETURN....................... 3.05% 3.46% 2.57% 1.83%(4) 2.94%(4)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.... .45% .45% .45% .45%(4) .60%(4)
Ratio of net investment income
to average net assets.................. 2.98% 3.39% 2.74% 1.87%(4) 3.29%(4)
Net Assets, end of period (000's Omitted) $44,431 $79,813 $ 47,427 $1 _
(1) Effective November 20, 1996, Class B shares were
redesignated as Investor Shares.
(2) From January 10, 1994 (commencement of
initial offering) to January 31, 1994.
(3) From November 21, 1996 (commencement of
initial offering) to January 31, 1997.
(4) Annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
DREYFUS TAX EXEMPT CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1_SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Tax Exempt Cash Management (the "Fund") is registered under the
Investment Company Act of 1940 ("Act") as a diversified open-end management
investment company. The Fund's investment objective is to provide investors
with as high a level of current income exempt from Federal income tax as is
consistent with the preservation of capital and the maintenance of liquidity.
The Dreyfus Corporation ("Manager") serves as the Fund's investment adviser.
The Manager is a direct subsidiary of Mellon Bank, N.A.
Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold without a sales load. The
Fund is authorized to issue an unlimited number of $.001 par value shares in
the following classes of shares: Institutional Shares, Administrative Shares,
Investor Shares and Participant Shares. Effective November 20, 1996, Class A
shares were redesignated as Institutional Shares and Class B shares were
redesignated as Investor Shares. Administrative Shares, Investor Shares and
Participant Shares are subject to a Service Plan adopted pursuant to Rule
12b-1 under the Act. Other differences between the classes include the
services offered to and the expenses borne by each class and certain voting
rights.
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 per share of $1.00.
The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which may require the use of management
estimates and assumptions. Actual results could differ from those estimates.
(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. Cost of investments represents amortized cost.
(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, if any, 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 $445,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to January 31, 1997. The
carryover does not include net realized securities losses from November 1,
1996 through January 31, 1997 which are treated, for Federal income tax
purposes, as arising in fiscal 1998. If not applied, $177,000 of the
carryover expires in fiscal 2003, $112,000 expires in fiscal 2004 and $156,000
expires in fiscal 2005.
At January 31, 1997, 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 value
of the Fund's average daily net assets and is payable monthly.
Unless the Manager gives the Fund's investors 90 days notice to the
contrary, the Manager and not the Fund, will be liable for Fund expenses
(exclusive of taxes, brokerage, interest on borrowings and, with the prior
written consent of the necessary state securities commissions, extraordinary
expenses) other than the following expenses, which will be borne by the Fund:
the management fee, and with respect to the Fund's Administrative Shares,
Investor Shares and Participant Shares, Rule 12b-1 Service Plan expenses.
(B) Under the Fund's Service Plan (the "Plan") adopted pursuant to Rule
12b-1 under the Act, relating to its Administrative Shares, Investor Shares
and Participant Shares, the Fund (a) reimburses the Distributor for
distributing such classes of shares and (b) pays the Manager, Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager, and their affiliates
(collectively, "Dreyfus") for advertising and marketing relating to such
classes of shares and for providing certain services relating to shareholder
accounts in such classes of shares, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts ("Servicing"), at an
aggregate annual rate of .10, .25 and .40 of 1% of the value of the average
daily net assets of Administrative Shares, Investor Shares and Participant
Shares, respectively. Both the Distributor and Dreyfus may pay one or more
Service Agents (a securities dealer, financial institution or other industry
professional) a fee in respect of the Fund's Administrative Shares, Investor
Shares and Participant 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 ended
January 31, 1997, $142,130 was charged to the Fund pursuant to the Plan with
respect to the Fund's Investor Shares. The amounts charged to the Fund with
respect to Administrative Shares and Participant Shares for the period ended
January 31, 1997 were immaterial.
(C) Each trustee 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, 1997, 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 and financial highlights. Our procedures included
confirmation of securities owned as of January 31, 1997 by correspondence
with the custodian and brokers. 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, 1997, 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 LLP signature logo]
New York, New York
March 6, 1997
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, 1997 as "exempt_interest dividends" (not generally subject to
regular Federal income tax).
[Dreyfus lion "d" logo]
Registration Mark
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
Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, RI 02940
Printed in U.S.A. 264/675/583/593AR971
[Dreyfus logo]
Registration Mark
Tax Exempt
Cash Management
Annual Report
January 31, 1997
