DREYFUS GOVERNMENT CASH MANAGEMENT
N-30D, 1996-09-30
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<PAGE>
                 DREYFUS
               GOVERNMENT
                  CASH
               MANAGEMENT


           SEMI-ANNUAL REPORT
             JULY 31, 1996

<PAGE>

Dreyfus Government Cash Management
- -----------------------------------------------------------------------------
Letter to Shareholders

Dear Shareholder:

          We are pleased to provide you with this report on Dreyfus
Government Cash Management. For its semi-annual reporting period ended July
31, 1996, your Fund produced annualized yields of 5.24% for Class A shares
and 4.99% for Class B shares. Reinvesting dividends and calculating the
effect of compounding resulted in annualized effective yields of 5.37% and
5.10% for Class A shares and Class B shares, respectively.*

ECONOMIC REVIEW

          U.S. economic growth accelerated in the first half of 1996 after
1995's slowdown. However, this year's faster economy is accompanied by
reports of slowing corporate profit growth. Faster growth fostered fears of
higher future inflation, even while reported inflation remained tame. The
fear of inflation, as distinguished from the reality, pushed bond yields
higher and raised expectations of a Federal Reserve Board ("Fed") tightening.
Some of these fears have receded recently on evidence indicating a softer
economy in the summer months.

          This year's reacceleration in the economy was due to a sharp
rebound in domestic demand that left inventories lean. Real Gross Domestic
Product grew 2.0% and 4.2% in the first and second quarters, respectively,
driven largely by consumer spending and housing investment. Industrial output
growth likewise strengthened as producers tried to replenish inventory. The
faster economy has fueled steady job creation that sustains support for
consumers' incomes and spending power. However, economic strength has not
been broadbased: exports are slow and some previously strong capital goods
sectors have weakened. Moreover, early evidence on the third quarter
indicates a slower profile for spending and production this summer. Despite
faster overall economic growth this year, the peak in profit growth for this
cycle may already have occurred last year.

          Wage increases accelerated in this year's tight labor market, which
added to the case for renewed inflation. Thus, bond yields rose
substantially. Short-term market rates also surged on expectation of a Fed
tightening, but have since retreated. So far, long-term rates have risen much
more than short-term rates, forcing the yield curve to steepen. A steep yield
curve is usually supportive of sustained growth in the real economy.

          The debate over whether the economy might slow down in the near
term without a Fed tightening appears to be resolved by incoming evidence of
a sluggish summer economy. Nevertheless, fundamentals remain supportive of
sustained growth. Household income growth is robust and supportive of
sustained demand growth. And inventories are lean, which can lead to
sustained production growth. Summer sluggishness, however, would keep
inflation fears at bay, deferring expectations for a Fed tightening out into
the future.

THE MONEY MARKET AND THE PORTFOLIO

          A year ago, the main concern of monetary policy makers was whether
the U.S. economy would head into a recession. Unemployment figures were
stubbornly high, profits were slack, and the economic growth rate slowed
noticeably. The Fed addressed these problems with a succession of steps to
reduce short-term interest rates, the last such step being taken at the end
of January, 1996.

<PAGE>
          Since then, the central bank authorities appear to have stepped
away from such an active management role. The economy has strengthened on its
own, with the marketplace exerting more force than Government actions.

          As explained in the previous section of this report, the strength
shown by the economy has brought policy expectations full circle. The market
now is apprehensive about a tightening in interest rates by the Fed and
certainly does not expect the Fed to loosen the credit reins.

          As spring gave way to summer, there were a succession of economic
indicators showing a stronger tone in the economy, yet without imminent
danger of runaway price or wage inflation. Early in the spring and summer,
the money market was jolted by early signs of economic revival such as strong
employment numbers. By July, however, the market appeared to take such
indications more in stride, especially now that the latest figures point to a
more subdued rate of growth.

          As the latest semi-annual period ended, the money market appeared
prepared for possible tightening moves by the Fed, but not necessarily any
imminent action. If the present course of slower growth continues, it might
not be necessary for the Fed to flex its muscles until after the November
elections.

          We have been vigilant in keeping an eye on the changing tone of the
market.

          Bearing all this in mind, we intend to maintain our policy of
somewhat longer portfolio maturities until we see clearer signs that a more
defensive policy should be instituted.

          We appreciate the opportunity to manage money on your behalf and
will continue our best efforts to bring you rewarding returns.

                                      Sincerely,
                                      (Patricia A. Larkin signature logo)
                                      Patricia A. Larkin
                                      Senior Portfolio Manager

August 13, 1996
New York, N.Y.

*Annualized effective yield is based upon dividends declared daily and
reinvested monthly.

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<CAPTION>
Dreyfus Government Cash Management
- -----------------------------------------------------------------------------
Statement of Investments                                                                      July 31, 1996 (Unaudited)

                                                                         Annualized
                                                                          Yield on
                                                                          Date of        Principal
U.S. Treasury Bills--20.5%                                                Purchase        Amount              Value
- --------------------------------------------------------------           ----------    ------------      --------------
<S>                                                                      <C>           <C>               <C>
    2/6/97....................................................              4.87%      $250,000,000      $  243,892,938
    3/6/97....................................................              5.23         29,220,000          28,344,626
    4/3/97....................................................              5.53         25,000,000          24,106,770
    5/1/97....................................................              5.56        400,000,000         384,029,500
    5/29/97...................................................              5.60         50,000,000          47,784,306
    7/24/97...................................................              5.79        300,000,000         283,726,750
                                                                                                         --------------
TOTAL U.S. TREASURY BILLS
    (cost $1,011,884,890).....................................                                           $1,011,884,890
                                                                                                         --------------
                                                                                                         --------------
U.S. Treasury Notes--1.0%
- --------------------------------------------------------------
    6.63%, 3/31/97
    (cost $50,294,573)........................................              5.58%      $ 50,000,000      $   50,294,573
                                                                                                         --------------
                                                                                                         --------------
U.S. Government Agencies--77.2%
- --------------------------------------------------------------
Federal Farm Credit Banks, Consolidated Systemwide
Floating Rate Notes
    8/23/96...................................................              5.34%(a)   $ 50,000,000      $   49,997,956
    9/30/96...................................................              5.55(a)      50,000,000          50,000,000
    11/7/96...................................................              5.33(a)     207,000,000         206,946,536
    11/22/96..................................................              5.33(a)     100,000,000          99,970,219
    11/25/96..................................................              5.34(a)      50,000,000          49,989,420
    2/3/97....................................................              5.30(a)      85,000,000          84,970,732
    2/13/97...................................................              5.27(a)      50,000,000          49,975,161
    2/28/97...................................................              5.28(a)     250,000,000         249,873,922
    3/3/97....................................................              5.28(a)     125,000,000         124,936,296
    7/25/97...................................................              5.33(a)      50,000,000          49,981,256
    9/15/97...................................................              5.38(a)     115,000,000         114,939,563
    1/20/98...................................................              5.77(a)      25,000,000          24,968,028
    1/30/98...................................................              5.34(a)     100,000,000          99,915,301
    8/14/98...................................................              5.42(a)      50,000,000          49,978,815
Federal Farm Credit Banks, Notes
    11/1/96...................................................              5.45         50,000,000          50,005,093
    7/1/97....................................................              5.75         10,000,000          10,003,763
Federal Home Loan Banks, Consolidated Systemwide
Floating Rate Notes
    12/23/96..................................................              5.40(a)      40,000,000          40,032,574
    2/3/97....................................................              5.68(a)      50,000,000          50,018,278
    6/16/97...................................................              5.46(a)      15,000,000          14,997,545
    7/14/97...................................................              5.37(a)     150,000,000         149,973,655
    1/20/98...................................................              5.81(a)      25,000,000          24,974,272

<PAGE>

Dreyfus Government Cash Management
- ------------------------------------------------------------------------------
Statement of Investments (continued)                                                        July 31, 1996 (Unaudited)

                                                                         Annualized
                                                                          Yield on
                                                                          Date of        Principal
U.S. Government Agencies (continued)                                      Purchase        Amount              Value
- --------------------------------------------------------------           ----------    ------------      --------------
Federal Home Loan Banks, Notes
    11/7/96...................................................              5.46%      $ 25,000,000      $   24,998,689
    3/6/97....................................................              5.22        100,000,000          99,985,910
    4/1/97....................................................              5.51         39,750,000          39,750,000
    4/2/97....................................................              5.53         80,000,000          79,992,048
    6/20/97...................................................              5.89         11,790,000          11,201,849
Federal Home Loan Mortgage Corporation, Consolidated Systemwide
Floating Rate Notes
    5/26/98...................................................              5.43(a)     100,000,000         100,264,756
Federal National Mortgage Association, Consolidated Systemwide
Floating Rate Notes
    9/27/96...................................................              5.34(a)      90,000,000          89,994,534
    10/4/96...................................................              5.70(a)     100,000,000         100,000,000
    10/4/96...................................................              5.60(a)     100,000,000         100,009,932
    12/16/96..................................................              5.40(a)      63,000,000          62,977,090
    3/14/97...................................................              5.30(a)      65,000,000          65,000,000
    3/27/97...................................................              5.30(a)     145,000,000         145,000,000
    4/4/97....................................................              5.48(a)      50,000,000          49,984,229
    4/11/97...................................................              5.30(a)     220,000,000         219,926,912
    5/19/97...................................................              5.28(a)      13,800,000          13,838,899
    7/24/97...................................................              5.36(a)     100,000,000         100,000,000
    8/1/97....................................................              5.32(a)      30,000,000          30,002,383
    8/18/97...................................................              5.38(a)     140,000,000         139,978,051
    8/25/97...................................................              5.35(a)     100,000,000          99,984,036
Federal National Mortgage Association, Discount Notes
    6/9/97....................................................              5.90          7,480,000           7,118,267
Federal National Mortgage Association, Notes
    6/20/97...................................................              5.99         25,000,000          24,952,435
Student Loan Marketing Association, Floating Rate Notes
    8/22/96...................................................              5.41(a)      25,175,000          25,178,718
    9/10/96...................................................              5.63(a)     150,000,000         150,000,000
    12/20/96..................................................              5.44(a)      20,000,000          20,000,600
    12/20/96..................................................              5.46(a)      75,000,000          75,000,000
    1/21/97...................................................              5.38(a)      20,000,000          20,024,092
    1/23/97...................................................              5.41(a)      20,000,000          20,017,883
Student Loan Marketing Association, Notes
    6/30/97...................................................              5.88        110,000,000         109,659,407
    8/15/97...................................................              6.02        136,500,000         136,500,000
                                                                                                         --------------

TOTAL U.S. GOVERNMENT AGENCIES
    (cost $3,807,789,105).....................................                                           $3,807,789,105
                                                                                                         --------------
                                                                                                         --------------
<PAGE>

Dreyfus Government Cash Management
- ------------------------------------------------------------------------------
Statement of Investments (continued)                                                           July 31, 1996 (Unaudited)

                                                                         Annualized
                                                                          Yield on
                                                                          Date of        Principal
Repurchase Agreements--6.6%                                               Purchase        Amount              Value
- --------------------------------------------------------------           ----------    ------------      --------------
Aubrey G. Lanston & Co. Inc.
    dated 7/31/96, due 8/1/96 in the amount of $86,676,842
    (fully collateralized by $43,012,000 U.S. Treasury Bills due
    from 11/7/96 to 6/26/97, value $41,791,657 and $45,388,000
    U.S. Treasury Notes, 6.13% due 5/31/97, value $45,917,246)              5.75%      $ 86,663,000      $   86,663,000
SBC Capital Markets
    dated 7/31/96, due 8/1/96 in the amount of $240,038,667
    (fully collateralized by $259,051,000 U.S. Treasury Bills
    due 7/24/97, value $244,910,269)..........................              5.80        240,000,000         240,000,000
                                                                                                         --------------
TOTAL REPURCHASE AGREEMENTS
    (cost $326,663,000).......................................                                           $  326,663,000
                                                                                                         --------------
                                                                                                         --------------
TOTAL INVESTMENTS
    (cost $5,196,631,568)...........................    105.3%                                           $5,196,631,568
                                                        ------                                           --------------
                                                        ------                                           --------------
LIABILITIES, LESS CASH AND RECEIVABLES..............     (5.3%)                                          $ (261,728,244)
                                                        ------                                           --------------
                                                        ------                                           --------------
NET ASSETS..........................................    100.0%                                           $4,934,903,324
                                                        ------                                           --------------
                                                        ------                                           --------------
<FN>
Note to Statement of Investments;
- ------------------------------------------------------------------------------
(a) Variable interest rates subject to change.


See independent accountants' review report and notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
<PAGE>

Dreyfus Government Cash Management
- ----------------------------------------------------------------------------
Statement of Assets and Liabilities                                                            July 31, 1996 (Unaudited)


<S>                                                                            <C>                       <C>
ASSETS:
    Investments in securities, at value--Note 1(a,b)....................                                 $5,196,631,568
    Interest receivable.................................................                                     31,130,227
                                                                                                         --------------
                                                                                                          5,227,761,795
LIABILITIES:
    Due to The Dreyfus Corporation and affiliates.......................       $    918,599
    Due to Distributor..................................................             77,825
    Due to Custodian....................................................         60,826,130
    Payable for investment securities purchased.........................        231,035,917                 292,858,471
                                                                               ------------              --------------
NET ASSETS..............................................................                                 $4,934,903,324
                                                                                                         --------------
                                                                                                         --------------
REPRESENTED BY:
    Paid-in capital.....................................................                                 $4,935,433,754
    Accumulated net realized (loss) on investments......................                                       (530,430)
                                                                                                         --------------
NET ASSETS at value.....................................................                                 $4,934,903,324
                                                                                                         --------------
                                                                                                         --------------
Shares of Beneficial Interest outstanding:
    Class A Shares
      (unlimited number of $.001 par value shares authorized)...........                                  4,407,526,587
                                                                                                         --------------
                                                                                                         --------------
    Class B Shares
      (unlimited number of $.001 par value shares authorized)...........                                    527,907,167
                                                                                                         --------------
                                                                                                         --------------
NET ASSET VALUE per share:
    Class A Shares
      ($4,407,051,076 / 4,407,526,587 shares)...........................                                          $1.00
                                                                                                                  -----
                                                                                                                  -----
    Class B Shares
      ($527,852,248 / 527,907,167 shares)...............................                                          $1.00
                                                                                                                  -----
                                                                                                                  -----

See independent accountants' review report and notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
<PAGE>

Dreyfus Government Cash Management
- ----------------------------------------------------------------------------
Statement of Operations                                                       six months ended July 31, 1996 (Unaudited)


<S>                                                                                  <C>                 <C>
INVESTMENT INCOME:
    Interest Income.........................................................                             $151,226,751
    Expenses:
      Management fee--Note 2(a).............................................         $5,547,371
      Distribution fees (Class B shares)--Note 2(b).........................            791,367
                                                                                     ----------
          Total Expenses....................................................                                6,338,738
                                                                                                         ------------
INVESTMENT INCOME--NET......................................................                              144,888,013
NET REALIZED (LOSS) ON INVESTMENTS--Note 1(b)...............................                                 (195,190)
                                                                                                         ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................                             $144,692,823
                                                                                                         ------------
                                                                                                         ------------

See independent accountants' review report and notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
<PAGE>

Dreyfus Government Cash Management
- ----------------------------------------------------------------------------
Statement of Changes in Net Assets

                                                                                     Year Ended      Six Months Ended
                                                                                     January 31,        July 31, 1996
                                                                                        1996            (Unaudited)
                                                                                  ---------------    ----------------
<S>                                                                               <C>                <C>
 OPERATIONS:
    Investment income--net...........................................             $   258,118,457    $    144,888,013
    Net realized gain (loss) on investments..........................                     196,222            (195,190)
                                                                                  ---------------    ----------------
        Net Increase In Net Assets Resulting From Operations.........                 258,314,679         144,692,823
                                                                                  ---------------    ----------------
DIVIDENDS TO SHAREHOLDERS FROM:
    Investment income--net:
      Class A shares.................................................                (250,073,080)       (128,976,664)
      Class B shares.................................................                  (8,045,377)        (15,911,349)
                                                                                  ---------------    ----------------
        Total Dividends..............................................                (258,118,457)       (144,888,013)
                                                                                  ---------------    ----------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
    Net proceeds from shares sold:
      Class A shares.................................................              53,820,087,580      35,136,785,048
      Class B shares.................................................               1,554,851,130       3,993,429,089
    Dividends reinvested:
      Class A shares.................................................                  88,481,202          56,698,691
      Class B shares.................................................                   4,636,780           8,522,413
    Cost of shares redeemed:
      Class A shares.................................................             (51,927,501,221)    (35,564,195,818)
      Class B shares.................................................              (1,147,533,687)     (3,925,709,231)
                                                                                  ---------------    ----------------
        Increase (Decrease) In Net Assets From
          Beneficial Interest Transactions...........................               2,393,021,784        (294,469,808)
                                                                                  ---------------    ----------------
          Total Increase (Decrease) In Net Assets....................               2,393,218,006        (294,664,998)
NET ASSETS:
    Beginning of period..............................................               2,836,350,316       5,229,568,322
                                                                                  ---------------    ----------------

    End of period....................................................             $ 5,229,568,322    $  4,934,903,324
                                                                                  ---------------    ----------------
                                                                                  ---------------    ----------------

See independent accountants' review report and notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
<PAGE>

Dreyfus Government 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.


                                                                           Class A Shares
                                             -------------------------------------------------------------------------
                                                                                                              Six Months
                                                               Year Ended January 31,                           Ended
                                             ------------------------------------------------------------   July 31, 1996
PER SHARE DATA:                                1992         1993        1994         1995        1996        (Unaudited)
                                             --------     --------    --------     --------    --------      -----------
<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.....                 .058         .037         .031         .041        .059         .026
                                              -----        -----        -----        -----       -----        -----
   Distributions;
   Dividends from investment
     income--net..............                (.058)       (.037)       (.031)       (.041)      (.059)       (.026)
                                              -----        -----        -----        -----       -----        -----
   Net asset value, end of period             $1.00        $1.00        $1.00        $1.00       $1.00        $1.00
                                              -----        -----        -----        -----       -----        -----
                                              -----        -----        -----        -----       -----        -----
TOTAL INVESTMENT RETURN........                5.97%        3.76%        3.12%        4.21%       6.01%        5.29%*
RATIOS/SUPPLEMENTAL DATA:
   Ratio of expenses to average
     net assets...............                  .20%         .20%         .20%         .20%        .20%         .20%*
   Ratio of net investment income to
     average net assets.......                 5.67%        3.61%        3.08%        4.04%       5.83%       5.23%*
   Decrease reflected in above expense
     ratios due to undertaking
     by the Manager...........                  .04%         .05%         .03%          --          --         --
   Net Assets, end of period
     (000's Omitted)..........           $4,750,205  $10,229,838   $4,515,946    $2,796,646 $4,777,903  $4,407,051

<FN>
___________
*Annualized.


See independent accountants' review report and notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
<PAGE>

Dreyfus Government 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.


                                                                      Class B Shares
                                                     -------------------------------------------------------
                                                                                                 Six Months
                                                            Year Ended January 31,                 Ended
                                                     ------------------------------------       July 31, 1996
PER SHARE DATA:                                        1994(1)         1995        1996          (Unaudited)
                                                     ---------       --------    --------        -----------
<S>                                                  <C>             <C>         <C>             <C>
  Net asset value, beginning of period.........        $1.00          $1.00       $1.00           $1.00
                                                       -----          -----       -----           -----
  Investment Operations;
  Investment income--net.......................         .002           .039        .056            .025
                                                       -----          -----       -----           -----
  Distributions;
  Dividends from investment income--net........        (.002)         (.039)      (.056)          (.025)
                                                       -----          -----       -----           -----
  Net asset value, end of period...............        $1.00          $1.00       $1.00           $1.00
                                                       -----          -----       -----           -----
                                                       -----          -----       -----           -----
TOTAL INVESTMENT RETURN........................         2.82%(2)       3.95%       5.75%           5.03%(2)
RATIOS/SUPPLEMENTAL DATA:
  Ratio of expenses to average net assets......          .45%(2)        .45%        .45%            .45%(2)
  Ratio of net investment income to average net assets  2.83%(2)       4.22%       5.49%           5.01%(2)
  Net Assets, end of period (000's Omitted)....      $15,097        $39,704    $451,665        $527,852

<FN>
_____________
(1) From January 10, 1994 (commencement of initial offering) to January 31,
1994.
(2) Annualized.


See independent acccountants' review report and notes to financial statements.
</TABLE>
<PAGE>

Dreyfus Government Cash Management
- ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1--Significant Accounting Policies:

    Dreyfus Government 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 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
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.

    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'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. Realized gain and loss from securities
transactions are recorded on the identified cost basis. Interest income is
recognized on the accrual basis. Cost of investments represents amortized cost.

    The Fund may enter into repurchase agreements with financial institutions,
deemed to be creditworthy by the Manager, subject to the seller's agreement to
repurchase and the Fund's agreement to resell such securities at a mutually
agreed upon price. Securities purchased subject to repurchase agreements are
deposited with the Fund's custodians and, pursuant to the terms of the
repurchase agreement, must have an aggregate market value greater than or equal
to the repurchase price plus accrued interest at all times. If the value of the
underlying securities falls below the value of the repurchase price plus
accrued interest, the Fund will require the seller to deposit additional
collateral by the next business day. If the request for additional collateral
is not met, or the seller defaults on its repurchase obligation, the Fund
maintains the right to sell the underlying securities at market value and may
claim any resulting loss against the seller.

    (c) Dividends to shareholders: It is the policy of the Fund to declare
dividends from investment income-net on each business day. 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.

<PAGE>

Dreyfus Government Cash Management
- ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

    (d) Federal income taxes: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the best
interests of its shareholders, by complying with the applicable provisions of
the Internal Revenue Code, and to make distributions of taxable income
sufficient to relieve it from substantially all Federal income and excise
taxes.

    The Fund has an unused capital loss carryover of approximately $314,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to January 31, 1996. If not
applied, $108,000 of the carryover expires in fiscal 2002 and $206,000 expires
in fiscal 2003.

    At July 31, 1996, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see
the Statement of Investments).

NOTE 2 -- Management Fee And Other Transactions With Affiliates:

    (a) Pursuant to a management agreement ("Agreement") with the Manager, the
management fee is computed at the annual rate of .20 of 1% of the 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 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 Class B shares, Rule 12b-1
Service Plan expenses.

    The Manager compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary,
under a transfer agency agreement, for providing personnel and facilities to
perform transfer agency services for the Fund. Such compensation amounted to
$4,047 during the six months ended July 31, 1996.

    (b) Under the Class B Service Plan (the "Plan") adopted pursuant to Rule
12b-1 under the Act, the Fund (a) reimburses the Distributor for distributing
the Fund's Class B shares and (b) pays the Manager and Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager, 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
shareholder accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to the
maintenance of shareholder accounts ("Servicing"), 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
securities dealer, financial institution or other industry professional) 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 six months ended July
31, 1996, $791,367 was charged to the Fund, pursuant to the Plan.

    (c) Each trustee who is not an "affiliated person" as defined in the Act
receives an annual fee of $3,000 and an attendance fee of $500 per meeting.

<PAGE>

Dreyfus Government Cash Management
- ------------------------------------------------------------------------------
Review Report of Ernst & Young LLP, Independent Accountants

Shareholders and Board of Trustees
Dreyfus Government Cash Management

    We have reviewed the accompanying statement of assets and liabilities of
Dreyfus Government Cash Management, including the statement of investments, as
of July 31, 1996, and the related statements of operations and changes in net
assets and financial highlights for the six month period ended July 31, 1996.
These financial statements and financial highlights are the responsibility of
the Fund's management.

    We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements and financial highlights taken as a whole.
Accordingly, we do not express such an opinion.

    Based on our review, we are not aware of any material modifications that
should be made to the interim financial statements and financial highlights
referred to above for them to be in conformity with generally accepted
accounting principles.

    We have previously audited, in accordance with generally accepted auditing
standards, the statement of changes in net assets for the year ended January
31, 1996 and financial highlights for each of the five years in the period
ended January 31, 1996 and in our report dated March 6, 1996, we expressed an
unqualified opinion on such statement of changes in net assets and financial
highlights.

                                                     ERNST & YOUNG LLP
New York, New York
September 4, 1996


<PAGE>

DREYFUS GOVERNMENT
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



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