DREYFUS CASH MANAGEMENT
200 PARK AVENUE
NEW YORK, NY 10166
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Rule 24f-2 Notice - DREYFUS CASH MANAGEMENT
Registration Statement No. 2-94930 - CIK #0000759667
Gentlemen:
Originally, the Registration Statement of Dreyfus Cash Management was
declared effective by the SEC on March 8, 1985. On September 30, 1993, Post-
Effective Amendment No. 12 to the Fund's Registration Statement, offering
Class A and Class B shares of the Fund, was declared effective by the SEC.
This Amendment represented the Fund's election to register an indefinite
number of shares of each Class and this Notice represents each Class's Rule
24f-2 filing for the fiscal year ended January 31, 1994.
The following information is furnished:
CLASS A CLASS B
(a) Shares registered under Securities Act
of 1933 other than pursuant to Section
24(f), and the dollar amount thereof
P-E Amendment No. 10 eff 5/10/93: 1,066,590,461 shs None
$ 1,066,590,461
(b) Total number of shares sold during
fiscal year ended 1/31/94 subject
to registration under Rule 24f-2, 44,940,158,583 shs 95,036,033 shs
and the dollar amount thereof: $44,940,158,583 $95,036,033
(c) Less shares redeemed during
fiscal year ended 1/31/94, 47,542,533,683 shs 42,843,195 shs
and the dollar amount thereof: $47,542,533,683 $42,843,195
-------------------- --------------
Net sales (redemptions) during fis-
cal year, and the dollar amount ( 2,602,375,100) shs 52,192,838 shs
thereof [(b) - (c)]: ($ 2,602,375,100) $52,192,838
==================== ==============
Less shares registered other than
pursuant to Section 24(f), and the
dollar amount thereof [(a) above]: 1,066,590,461 shs N/A
$ 1,066,590,461
--------------------
Unsold balance of registered shares, ( 3,668,965,561) shs
and the dollar amount thereof: ($ 3,668,965,561)
====================
-2-
CALCULATION OF FEE
CLASS OF SHARES FEE
Class A - Since the shares redeemed exceed the shares sold, no registration
fee is required.
Class B - $52,192,838 (net sales dollar amount) @ 1/29 of 1% = $17,997.53.
Funds in the amount of $17,997.53, representing the TOTAL registration fee
for Class A and Class B shares sold, were wired to CIK #0000759667 on March
9, 1994. An opinion of counsel is enclosed.
MNJ/ems Very truly yours,
cc: Mr. J. deMichaelis, SEC
Ms. R. McLaughlin, E&Y Mark N. Jacobs
Mr. S. Rosenberg, BONY Secretary
