DREYFUS CASH MANAGEMENT
LETTER TO SHAREHOLDERS
Dear Shareholder:
We are pleased to report the performance of Dreyfus Cash Management for
its fiscal year ended January 31, 1997 as shown in the following table:
<TABLE>
<CAPTION>
Annualized
Annualized Yield Effective Yield*
__________________ ______________
<S> <C> <C>
Institutional Shares 5.25% 5.38%
Investor Shares 5.00% 5.11%
Administrative Shares ** 5.19% 5.31%
Participant Shares ** 4.89% 5.00%
</TABLE>
ECONOMIC REVIEW
The release of a 4.7% estimate for the fourth quarter's real Gross
Domestic Product ("GDP") growth has restored an above-trend growth trajectory
to the U.S. economy. Hence, the much anticipated slowdown to a benign 2% path
is no longer a valid viewpoint. This has left the Federal Reserve Open Market
Committee (the "Fed") with the policy decision of whether to act on its GDP
growth yardstick, or pursue a wait-and-see option with regards to inflation.
The economy is embarking on its seventh expansion year with good momentum.
Real GDP grew at an annualized 3.3% rate in the first half of 1996 and
3.4% in the second half. Key forces to sustain growth include steady income
growth that supports consumer spending, reviving economic growth abroad to
help exports (despite some offset from a higher dollar) and a lean inventory
situation that should keep manufacturing buoyant. However, capital goods
orders have slowed recently. Excess capacity still exists in some sectors,
while the higher dollar can especially hurt import-competing industries. The
stronger dollar additionally may hurt profits related to foreign sales,
although overall corporate profits should sustain steady growth.
While the Fed has held a bias favoring tighter policy since mid-1996, it
has so far delayed tightening. A slow economy in the summer months and, more
recently, the surging dollar have curbed inflation fears, giving ample reason
to leave policy unchanged. Indeed, accelerating wage inflation and high oil
prices have been accompanied by lower general price inflation in recent
months. However, while a rising dollar typically depresses prices in the
traded goods sector, the attendant boost to purchasing power risks higher
inflation pressures elsewhere.
MARKET OVERVIEW
The money market during the past year was characterized by considerable
volatility. However, by the end of this Fund's fiscal year, short-term rates
were actually little changed from when the year began.
Throughout the period, inflation and what, if anything, the Fed might do
about it, continued to be the major concern. Early in the year, rates
generally rose, especially after strong employment reports in late spring and
early summer convinced the market that the Fed would need to tighten money
rates in order to prevent a recurrence of inflation. By late summer, however,
it became clear that inflation was not an immediate threat. The Fed
acknowledged as much by taking no preemptive action. Furthermore, the economy
was a constructive influence, providing continued yet moderate growth without
exerting undue upward pressure on wage levels or general price indicators.
Thus, in the latter part of the year, interest rates simmered down, though
not without short-lived inflation scares.
As the time approached for the February 1997 meeting of the rate-setting
Fed, the market was nervous but essentially neutral, as rates edged slightly
lower. The most significant recent development has been a flattening of the
yield curve, with rates on the 30-year Treasury bond narrowing the gap with
short-term Treasury yields. As it turned out, the Fed in early
February left rates undisturbed. There has been no rate change by the Fed
since January 1996, when there was a modest cut in the Federal Funds rate of
25 basis points.
In recent days, a new factor has entered the picture _ the decision by
the U.S. and the Group of Seven major industrial nations not to try to push
the U.S. dollar's valuation any higher. Eventually, this change in strategy
could affect the U.S. money market. The initial reaction in the markets,
however, was to take it in stride.
Some tightening of rates by the Fed is to be expected in coming months,
if the U.S. economy continues to exhibit strong growth. The rising dollar has
so far acted as a restraint on inflation. It remains to be seen what the
effect of the new dollar strategy will be on the market.
PORTFOLIO FOCUS
Our maturity structure has been geared to deal with changeable
eventualities while seeking superior yields. At times this has resulted in an
average maturity longer than the industry average. We intend to continue this
approach until events in the marketplace dictate a change.
It is a pleasure and a privilege to serve your investment needs.
Sincerely,
[Patricia A. Larkin signature logo]
Patricia A. Larkin
Senior Portfolio Manager
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 CASH MANAGEMENT
STATEMENT OF INVESTMENTS JANUARY 31, 1997
Principal
Negotiable Bank Certificates of Deposit_3.7% Amount Value
________ ________
<S> <C> <C>
Chase Manhattan Bank (USA)
5.50%,7/9/97............................................................ $ 50,000,000 $50,000,000
Morgan Guaranty Trust Co.
5.51%,9/18/97........................................................... 8,000,000 8,016,767
Union Bank of California
5.70%-5.71%,2/4/97-3/17/97.............................................. 65,000,000 65,000,000
________
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT
(cost $123,016,767)..................................................... $ 123,016,767
========
Commercial Paper_58.0%
Abbey National North America
5.51%-5.80%,3/10/97-7/8/97.............................................. $ 100,000,000 $98,541,389
Bankers Trust New York Corp.
5.56%,4/2/97............................................................ 100,000,000 99,098,333
Chase Manhattan Corp.
5.59%,2/21/97........................................................... 25,000,000 24,925,418
Ciesco L.P.
5.46%,2/13/97........................................................... 28,000,000 27,950,068
Corporate Asset Funding Co. Inc.
5.35%-5.47%,2/13/97-4/3/97.............................................. 79,700,000 79,270,521
Den Danske Corp. Inc.
5.51%,4/7/97............................................................ 25,000,000 24,758,055
Deutsche Bank Financial Inc.
5.40%-5.50%,4/21/97-9/5/97.............................................. 120,000,000 117,538,030
Dresdner U.S. Finance Inc.
5.31%-5.52%,2/10/97-4/28/97............................................. 120,000,000 119,256,113
General Electric Capital Corp.
5.30%-5.60%,2/21/97-7/8/97.............................................. 150,000,000 148,311,888
General Electric Capital Services Inc.
5.40%-5.75%,3/3/97-4/23/97.............................................. 155,000,000 153,390,985
Generale Bank Inc.
5.57%,2/5/97............................................................ 48,000,000 47,971,093
Goldman Sachs Group L.P.
5.44%-5.50%,4/25/97-5/9/97.............................................. 100,000,000 98,670,583
Internationale Nederlanden (U.S.) Funding Corp.
5.52%,7/7/97............................................................ 50,000,000 48,836,500
Merrill Lynch & Co. Inc.
5.38%-5.57%,2/7/97-4/14/97.............................................. 170,000,000 169,092,058
Morgan Stanley Group Inc.
5.39%-5.60%,2/10/97-4/25/97............................................. 165,000,000 163,771,849
Santander Finance (DE) Inc.
5.55%,7/23/97........................................................... 25,000,000 24,355,000
Societe Generale N.A. Inc.
5.40%-5.56%,3/27/97-4/21/97............................................. 145,000,000 143,491,976
Svenska Handelsbanken Inc
5.49%-5.54%,3/26/97-4/2/97.............................................. 46,000,000 45,614,967
Toronto-Dominion Holdings USA Inc.
5.33%-5.75%,2/3/97-10/6/97.............................................. 150,000,000 147,903,306
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1997
Principal
Commercial Paper (continued) Amount Value
________ ________
Vereinsbank Finance (Delware) Inc.
5.34%-5.51%,2/10/97-7/7/97.............................................. $ 155,000,000 $152,604,321
________
TOTAL COMMERCIAL PAPER
(cost $1,935,352,453)................................................... $ 1,935,352,453
========
Corporate Notes_5.2%
Bear Stearns Companies Inc.
5.38%-5.45%,2/18/97-1/28/98............................................. $ 100,000,000 $100,000,000
IBM Finance Corp.
5.79%,1/28/98........................................................... 50,000,000 49,944,155
PNC Bank NA
5.48%,5/15/97 (a)....................................................... 25,000,000 24,993,046
________
TOTAL CORPORATE NOTES
(cost $174,937,201)..................................................... $ 174,937,201
========
Short-Term Bank Notes_7.4%
Bank Of America, Illinois
5.40%-5.58%,4/21/97-11/19/97............................................ $ 85,000,000 $84,980,874
Banc One Milwaukee
5.37%,2/6/97 (a)........................................................ 50,000,000 49,999,736
Comerica Bank
5.36%,2/14/97 (a)....................................................... 50,000,000 49,998,785
Society National Bank,Cleveland
5.37%,2/14/97 (a)....................................................... 62,000,000 61,997,397
________
TOTAL SHORT-TERM BANK NOTES
(cost $246,976,792)..................................................... $ 246,976,792
========
U.S. Government Agencies_15.2%
Federal Farm Credit Banks:
Notes,
5.14%,3/3/97............................................................ $ 75,000,000 $ 74,984,547
Floating Rate Notes,
5.42%,8/8/97 (a)........................................................ 75,000,000 74,962,644
Federal Home Loan Banks , Discount Note
5.40%,2/18/97........................................................... 15,000,000 14,962,813
Federal Home Loan Banks , Floating Rate Notes
5.80%,2/3/97 (a)........................................................ 50,000,000 49,999,948
Federal National Mortgage Association , Floating Rate Notes
5.30%-5.72%,2/14/97-5/14/98 (a)......................................... 292,000,000 292,127,707
________
TOTAL U.S. GOVERNMENT AGENCIES
(cost $507,037,659)..................................................... $ 507,037,659
========
Time Deposit_.8%
Republic National Bank of New York (London)
5%,2/3/97
(cost $28,120,000)...................................................... $ 28,120,000 $28,120,000
========
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1997
Principal
Repurchase Agreements_11.6% Amount Value
________ ________
Goldman, Sachs & Co.
5.37%, dated 1/31/97, due 2/3/97 in the amount of
$150,067,125 (fully collateralized by
$148,785,000 U.S. Treasury Notes 5.75%-8.75%
due 9/30/97-10/15/97, value $153,156,209)............................... $ 150,000,000 $150,000,000
SBC Capital Corp.
5.35%, dated 1/31/97, due 2/3/97 in the amount of
$238,315,202 (fully collateralized by
$250,000,000 U.S. Treasury Bills due
5/8/97-10/16/97, value $243,100,389).................................... 238,209,000 238,209,000
________
TOTAL REPURCHASE AGREEMENTS
(cost $388,209,000)..................................................... $ 388,209,000
========
TOTAL INVESTMENTS
(cost $3,403,649,872)........................................... 101.9% $3,403,649,872
==== ========
LIABILITIES, LESS CASH AND RECEIVABLES.............................. (1.9%) $ (64,751,205)
==== ========
NET ASSETS.......................................................... 100.0% $3,338,898,667
==== ========
Notes to Statement of Investments:
(a) Variable interest rate-subject to periodic change.
SEE NOTES TO FINANCIAL STATEMENTS.
DREYFUS CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES JANUARY 31, 1997
Cost Value
_________ _________
ASSETS: Investments in securities_See Statement of Investments
(including Repurchase Agreements of
$388,209,000)_Note 1(b).................. $3,403,649,872 $3,403,649,872
Interest receivable........................ 11,834,219
_________
3,415,484,091
_________
LIABILITIES: Due to The Dreyfus Corporation and affiliates 686,531
Due to Distributor......................... 34,695
Cash overdraft due to Custodian............ 26,099,754
Payable for investment securities purchased 49,764,444
_________
76,585,424
_________
NET ASSETS.................................................................. $3,338,898,667
=========
REPRESENTED BY: Paid-in capital............................ $3,339,230,820
Accumulated net realized gain (loss) on investments (332,153)
_________
NET ASSETS.................................................................. $3,338,898,667
=========
</TABLE>
<TABLE>
<CAPTION>
NET ASSET VALUE PER SHARE
__________________________________
Institutional Administrative Investor Participant
Shares Shares Shares Shares
__________________ __________________ _________________ __________________
<S> <C> <C> <C> <C>
Net Assets................................. $2,758,317,196 $ 100 $580,581,271 $ 100
Shares Outstanding......................... 2,758,648,240 100 580,582,380 100
NET ASSET VALUE PER SHARE.................. $1.00 $1.00 $1.00 $1.00
=== === === ===
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF OPERATIONS YEAR ENDED JANUARY 31, 1997
INVESTMENT INCOME
<S> <C> <C> <C>
INCOME Interest Income............................ $171,432,971
EXPENSES: Management fee_Note 2(a)................... $ 6,271,157
Distribution fees_Note 2(b)................ 1,278,206
_______
Total Expenses......................... 7,549,363
_______
INVESTMENT INCOME_NET....................................................... 163,883,608
NET REALIZED GAIN (LOSS) ON INVESTMENTS_Note 1(b)........................... (134,232)
_______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $163,749,376
=======
SEE NOTES TO FINANCIAL STATEMENTS.
DREYFUS CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
January 31, 1997 January 31, 1996
_________ _________
OPERATIONS:
Investment income_net................................................. $ 163,883,608 $ 151,199,266
Net realized gain (loss) on investments............................... (134,232) 428,428
_________ _________
Net Increase (Decrease) in Net Assets Resulting from Operations... 163,749,376 151,627,694
_________ _________
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income_net:
Institutional Shares(1)............................................. (138,229,157) (141,323,993)
Investor Shares(1).................................................. (25,654,451) (9,875,273)
_________ _________
Total Dividends................................................... (163,883,608) (151,199,266)
_________ _________
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Institutional Shares(1)............................................. 24,051,494,506 19,851,202,552
Administrative Shares(2)............................................ 100 _____
Investor Shares(1).................................................. 3,776,646,487 1,517,423,779
Participant Shares(2)............................................... 100 _____
Dividends reinvested:
Institutional Shares(1)............................................. 46,596,478 38,568,632
Investor Shares(1).................................................. 7,234,398 4,217,122
Cost of shares redeemed:
Institutional Shares(1)............................................. (23,782,306,337) (19,264,692,986)
Investor Shares(1).................................................. (3,633,581,702) (1,176,698,999)
_________ _________
Increase (Decrease) in Net Assets from Beneficial Interest Transactions 466,084,030 970,020,100
_________ _________
Total Increase (Decrease) in Net Assets......................... 465,949,798 970,448,528
NET ASSETS:
Beginning of Period................................................... 2,872,948,869 1,902,500,341
_________ _________
End of Period......................................................... $ 3,338,898,667 $ 2,872,948,869
========= =========
(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 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............... .053 .059 .042 .031 .036 .010
____ ____ ____ ____ ____ ____
Distributions:
Dividends from investment income_net (.053) (.059) (.042) (.031) (.036) (.010)
____ ____ ____ ____ ____ ____
Net asset value, end of period...... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
==== ==== ==== ==== ==== ====
TOTAL INVESTMENT RETURN................. 5.39% 6.03% 4.28% 3.15% 3.68% 5.22%(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............. 5.27% 5.86% 4.08% 3.11% 3.60% 3.74%(3)
Decrease reflected in above expense ratios
due to undertakings by the Manager _ _ _ .03% .04% _
Net Assets, end of period (000's Omitted) $2,758,317 $2,442,647 $1,817,166 $2,894,853 $5,475,181 _
(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 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........................... .050 .056 .040 .002 .010
____ ____ ____ ____ ____
Distributions:
Dividends from investment income_net............ (.050) (.056) (.040) (.002) (.010)
____ ____ ____ ____ ____
Net asset value, end of period.................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
==== ==== ==== ==== ====
TOTAL INVESTMENT RETURN............................. 5.13% 5.76% 4.03% 2.82%(4) 4.92%(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......................... 5.02% 5.54% 3.94% 2.83%(4) 3.84%(4)
Net Assets, end of period (000's Omitted)....... $580,582 $430,302 $85,334 $52,272 _
(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 CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1_SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus 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 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. 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 Fund's 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.
(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.
DREYFUS CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Fund has an unused capital loss carryover of approximately $320,000
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,
$10,000 of the carryover expires in fiscal 1999 and $188,000 expires in
fiscal 2003 and $122,000 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).
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 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, Investor 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 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 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, $1,278,206 was charged to the Fund with respect to 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 CASH MANAGEMENT
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Shareholders and Board of Trustees
Dreyfus Cash Management
We have audited the accompanying statement of assets and liabilities of
Dreyfus 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 custodians 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 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 and Young LLP signature logo]
New York, New York
March 5, 1997
[Dreyfus lion "d" logo]
Registration Mark
Registration Mark
DREYFUS 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. 288/670/566/596AR971
[Dreyfus logo]
Cash Management
Annual Report
January 31, 1997
