DREYFUS TREASURY PRIME CASH MANAGEMENT
N-30D, 1996-04-26
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DREYFUS TREASURY PRIME CASH MANAGEMENT
LETTER TO SHAREHOLDERS
Dear Shareholder:
    We are pleased to provide you with this report on Dreyfus Treasury Prime
Cash Management. For its annual reporting period ended February 29, 1996,
your Fund's Class A shares provided an annualized yield of 5.51%, and 5.26%
for Class B shares. Income dividends of approximately $.055 per share were
paid during the period for Class A shares and $.053 for Class B shares.
Assuming the reinvestment of dividends and accounting for the effect of
compounding, annualized effective yields of 5.65% and 5.39% were achieved for
Class A shares and Class B shares, respectively. *
THE ECONOMY
    Until very recently, interest rates and the pace of economic expansion
have steadily declined. On January 31, 1996 the Federal Reserve Board in its
most recent move lowered the Federal Funds rate from 5.50% to 5.25%, which
prompted banks to lower the prime rate from 8.50% to 8.25%. The Federal
Reserve also reduced the discount rate from 5.25% to 5.00%. The reduction in
interest rates was a continuation of an easing in monetary policy that has
prevailed since last July.
    In the past month, it has become apparent that the reduction in interest
rates has affected the pace of economic expansion. Recent evidence has shown
that economic growth is in a possible turnaround. For much of the period, the
Federal Reserve has kept a cautious eye on price trends, concerned that undue
monetary stimulus would rekindle inflationary pressures. So far, inflation
has continued at a subdued pace, with the major price indices under control.
    Federal Reserve Chairman Alan Greenspan's recent comments regarding the
state of the economy, described it as "on track for sustained growth." While
some segments of the economy are still in a "soft patch," signs have emerged
showing improved performance. According to the data used for the March
Federal Reserve Policy meeting, increased activity in the real estate sector
was evident. Retail sales accelerated in the Northeast after weather hindered
performance during the previous month. Tight labor markets were observed in
several districts, and a large increase in the employment number for the
month of February revealed strength in the job sector.
MARKET ENVIRONMENT/PORTFOLIO ACTIVITY
    The primary focus of the market has been on Federal Reserve Policy and
its possible implications for the direction of interest rates in 1996. As
hopes for further Federal Reserve rate cuts abate, short-term interest rates
have edged slightly higher. While the trend in rates is not yet rising
sharply, sustained increases would have a favorable effect on the U.S. dollar
and on the yield of short-term money market and government securities. In
addition, Washington's ability to deal with the budget deficit remains an
important market concern.
    For much of the year, while the fundamental backdrop of a moderate
economic expansion was the focus, portfolio activity for your Fund centered
on extending the average maturity. Our investment strategy decision to
maintain a longer average maturity helped us achieve a better relative
performance during this period. We are closely monitoring all market factors
in a continuing effort to provide competitive yields for our investors.

    We look forward to continuing to serve your needs for income on cash
assets invested exclusively in short-term U.S. Treasury obligations.
    Included in this report is a series of detailed statements about your
Fund's holdings and its financial condition as of the fiscal year-end. We
hope they are informative.
                              Very truly yours,

                          [Patricia A. Larkin signature logo]

                              Patricia A. Larkin
                              Senior Portfolio Manager
March 15, 1996
New York, N.Y.

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



<TABLE>
<CAPTION>

DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF INVESTMENTS                                                                                   FEBRUARY 29, 1996
                                                                            ANNUALIZED
                                                                            YIELD ON
                                                                            DATE OF              PRINCIPAL
U.S. TREASURY BILLS-66.8%                                                   PURCHASE               AMOUNT           VALUE
                                                                           _________             __________        _________
    <S>                                                                      <C>                <C>              <C>
    3/7/96.....................................................              5.43%              $163,279,000     $163,134,193
    3/14/96....................................................              5.41                 87,966,000       87,797,442
    3/28/96....................................................              4.87                    946,000          942,587
    4/4/96.....................................................              5.28                216,460,000      215,402,376
    4/11/96....................................................              5.47                 30,000,000       29,818,233
    4/18/96....................................................              5.03                651,999,000      647,659,831
    4/25/96....................................................              5.41                 38,108,000       37,801,310
    5/2/96.....................................................              5.20                318,932,000      316,144,761
    5/9/96.....................................................              5.03                 30,370,000       30,082,241
    5/23/96....................................................              4.86                 16,233,000       16,053,355
    5/30/96....................................................              4.99                 36,764,000       36,313,639
    6/27/96....................................................              5.11                 4,655,000         4,578,939
    7/11/96....................................................              4.97                 25,500,000       25,046,525
    7/18/96....................................................              4.98                 35,000,000       34,342,549
    7/25/96....................................................              5.56                377,820,000      369,707,003
    1/9/97.....................................................              5.00                 50,000,000       47,919,750
    2/6/97.....................................................              5.14                 25,000,000       23,836,250
    3/6/97.....................................................              5.14                 25,000,000       23,763,916
                                                                                                                  ___________
TOTAL U.S. TREASURY BILLS
    (cost $2,110,344,900)......................................                                                $2,110,344,900
                                                                                                               ==============
U.S. TREASURY NOTES-38.3%
    5.13%, 3/31/96.............................................              4.95%               $25,000,000      $24,999,429
    7.75%, 3/31/96.............................................              4.99                 53,263,000       53,374,810
    9.38%, 4/15/96.............................................              4.84                 55,000,000       55,288,469
    5.50%, 4/30/96.............................................              5.41                110,000,000      109,991,274
    7.63%, 4/30/96.............................................              5.31                 50,000,000       50,160,473
    4.25%, 5/15/96.............................................              4.97                250,000,000      249,586,045
    7.38%, 5/15/96.............................................              4.93                 25,000,000       25,117,036
    5.88%, 5/31/96.............................................              5.06                 25,000,000       25,043,279
    7.63%, 5/31/96.............................................              4.87                 50,000,000       50,318,580
    6.00%, 6/30/96.............................................              4.86                 50,000,000       50,166,101
    7.88%, 7/15/96.............................................              5.13                 215,000,000     217,004,882
    6.13%, 7/31/96.............................................              5.14                 250,000,000     250,866,948
    7.88%, 7/31/96.............................................              4.93                 23,455,000       23,730,025
    6.50%, 9/30/96.............................................              5.11                 25,000,000       25,170,461
                                                                                                                  ___________
TOTAL U.S. TREASURY NOTES
    (cost $1,210,817,812)......................................                                                $1,210,817,812
                                                                                                               ==============
TOTAL INVESTMENTS
    (cost $3,321,162,712).............................           105.1%                                        $3,321,162,712
                                                                 ======                                        ==============
LIABILITIES, LESS CASH AND RECEIVABLES............                (5.1%)                                      $  (161,423,605)
                                                                 ======                                        ==============
NET ASSETS............................................            100.0%                                       $3,159,739,107
                                                                 ======                                        ==============

DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES                                                                          FEBRUARY 29, 1996
ASSETS:
    Investments in securities, at value-Note 1(a)...........................                                   $3,321,162,712
    Interest receivable.....................................................                                       17,198,094
                                                                                                               ______________
                                                                                                                3,338,360,806
LIABILITIES:
    Due to The Dreyfus Corporation..........................................                     $488,508
    Due to Distributor......................................................                      55,814
    Due to Custodian........................................................                  154,313,460
    Payable for investment securities purchased.............................                   23,763,917         178,621,699
                                                                                             _____________       ____________
NET ASSETS  ................................................................                                   $3,159,739,107
                                                                                                               ==============
REPRESENTED BY:
    Paid-in capital.........................................................                                   $3,159,862,059
    Accumulated net realized (loss) on investments..........................                                        (122,952)
                                                                                                               ______________
NET ASSETS at value ........................................................                                  $3,159,739,107
                                                                                                               ==============
Shares of Beneficial Interest Outstanding:
    Class A Shares
      (unlimited number of $.001 par value shares authorized)...............                                   2,904,241,139
                                                                                                               ==============
    Class B Shares
      (unlimited number of $.001 par value shares authorized)...............                                      255,620,920
                                                                                                               ==============
NET ASSET VALUE per share:
    Class A Shares
      ($2,904,120,975 / 2,904,241,139 shares)...............................                                            $1.00
                                                                                                                       ======
    Class B Shares
      ($255,618,132 / 255,620,920 shares)...................................                                            $1.00
                                                                                                                       ======

STATEMENT OF OPERATIONS                                                                           YEAR ENDED FEBRUARY 29, 1996
INVESTMENT INCOME:
    INTEREST INCOME.........................................................                                  $   197,837,776
    EXPENSES:
      Management fee-Note 2(a)..............................................              $    6,907,593
      Distribution fees (Class B Shares)-Note 2(b)..........................                     537,771
                                                                                          _______________
          TOTAL EXPENSES....................................................                                       7,445,364
                                                                                                               ______________
INVESTMENT INCOME-NET.......................................................                                      190,392,412
NET REALIZED (LOSS) ON INVESTMENTS-Note 1(b)................................                                        (115,672)
                                                                                                               ______________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................                                    $ 190,276,740
                                                                                                               ==============

See notes to financial statements.

DREYFUS TREASURY PRIME CASH MANAGEMENT    `
STATEMENT OF CHANGES IN NET ASSETS
                                                                                         YEAR ENDED           YEAR ENDED
                                                                                         FEBRUARY 28,         FEBRUARY 29,
                                                                                           1995                  1996
                                                                                         _________              _________
OPERATIONS:
    Investment income-net.............................................                  $ 162,196,736         $ 190,392,412
    Net realized (loss) on investments................................                         (7,250)             (115,672)
                                                                                        _____________          _____________
          NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........                    162,189,486           190,276,740
                                                                                        _____________         _____________
DIVIDENDS TO SHAREHOLDERS FROM:
    Investment income-net:
      Class A shares..................................................                   (159,109,873)         (179,191,962)
      Class B shares..................................................                     (3,086,863)          (11,200,450)
                                                                                         _____________         _____________
          TOTAL DIVIDENDS.............................................                   (162,196,736)         (190,392,412)
                                                                                         _____________         _____________
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
    Net proceeds from shares sold:
      Class A shares..................................................                 27,082,964,680        46,535,417,776
      Class B shares..................................................                    482,039,589         1,619,788,707
    Dividends reinvested:
      Class A shares..................................................                     55,571,693            60,805,530
      Class B shares..................................................                      1,175,693             4,969,553
    Cost of shares redeemed:
      Class A shares..................................................                (28,238,282,216)      (47,034,381,427)
      Class B shares..................................................                   (414,608,139)       (1,491,660,727)
                                                                                        _____________         _____________
          (DECREASE) IN NET ASSETS FROM BENEFICIAL
            INTEREST TRANSACTIONS.....................................                 (1,031,138,700)         (305,060,588)
                                                                                        _____________         _____________
            TOTAL (DECREASE) IN NET ASSETS............................                 (1,031,145,950)         (305,176,260)
NET ASSETS:
    Beginning of year.................................................                  4,496,061,317         3,464,915,367
                                                                                      ________________         _____________
    End of year.......................................................                 $3,464,915,367       $ 3,159,739,107
                                                                                      ================          ================







See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME 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 year indicated. This
information has been derived from the Fund's financial statements.

                                                                                       CLASS A SHARES
                                                          _____________________________________________________________________
                                                                                 FISCAL YEAR ENDED FEBRUARY,
                                                          _____________________________________________________________________
PER SHARE DATA:                                               1992          1993           1994           1995           1996
                                                              _____         _____          _____          _____          _____
    <S>                                                    <C>            <C>            <C>            <C>            <C>
    Net asset value, beginning of year...........          $  1.00        $  1.00        $  1.00        $  1.00        $  1.00
                                                              _____         _____          _____          _____          _____
    INVESTMENT OPERATIONS:
    Investment income-net........................             .055          .035           .030           .043           .055
                                                              _____         _____          _____          _____          _____
    DISTRIBUTIONS:
    Dividends from investment income-net.........            (.055)        (.035)         (.030)         (.043)          (.055)
                                                              _____         _____          _____          _____          _____
    Net asset value, end of year.................          $  1.00        $  1.00        $  1.00       $  1.00          $  1.00
                                                            =======       =======         =======       =======         =======
TOTAL INVESTMENT RETURN..........................             5.67%        3.55%           3.02%         4.39%           5.65%
RATIOS/SUPPLEMENTAL DATA:
    Ratio of expenses to average net assets......              .20%         .20%           .20%           .20%           .20%
    Ratio of net investment income to average net assets       5.35%       3.45%           2.99%         4.26%         5.53%
    Decrease reflected in above expense ratios
     due to undertaking by the Manager...........               .05%         .04%          .02%            -              -
    Net Assets, end of year (000's Omitted).....          $4,435,718     $5,001,499     $4,442,145     $3,342,392     $2,904,121






See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME 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 year indicated. This
information has been derived from the Fund's financial statements.

                                                                                                    CLASS B SHARES
                                                                                       _________________________________________
                                                                                              FISCAL YEAR ENDED FEBRUARY,
                                                                                       _________________________________________
PER SHARE DATA:                                                                          1994(1)           1995         1996
                                                                                         ______           ______       ______
    <S>                                                                                  <C>             <C>          <C>
    Net asset value, beginning of year....................................               $  1.00         $  1.00      $  1.00
                                                                                         ______           ______       ______
    INVESTMENT OPERATIONS:
    Investment income-net.................................................                 .004             .041        .053
                                                                                         ______           ______       ______
    DISTRIBUTIONS:
    Dividends from investment income-net..................................                (.004)           (.041)      (.053)
                                                                                         ______           ______       ______
    Net asset value, end of year..........................................               $  1.00         $  1.00      $  1.00
                                                                                         ========       ========      ========
TOTAL INVESTMENT RETURN...................................................               2.77%(2)          4.13%        5.39%
RATIOS/SUPPLEMENTAL DATA:
    Ratio of expenses to average net assets...............................               .45%(2)            .45%        .45%
    Ratio of net investment income to average net assets..................              2.78%(2)           4.26%        5.21%
    Decrease reflected in above expense ratios
      due to undertaking by the Manager...................................                 -                  -           -
    Net Assets, end of year (000's Omitted)...............................                $53,916        $122,524      $255,618
_________________________________________
    (1)  From January 10, 1994 (commencement of initial offering) to February 28, 1994.
    (2)  Annualized.





See notes to financial statements.
</TABLE>
DREYFUS TREASURY PRIME CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
    Dreyfus Treasury Prime 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.
    (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.
    (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, 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, 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 $123,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to February 29, 1996. If not
applied, $7,280 of the carryover expires in fiscal 2003 and $115,720 of the
carryover expires in fiscal 2004.
    At February 29, 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).

DREYFUS TREASURY PRIME 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 average
daily value of the Fund's 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 Class B shares, Rule 12b-1
Service Plan expenses.
    Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of the Manager, under a transfer agency agreement
for providing personnel and facilities to perform transfer agency services
for the Fund. Such compensation amounted to $7,226 for the period from
December 1, 1995 through February 29, 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 average daily net assets of Class B.
Both the Distributor and Dreyfus may pay one or more Service Agents 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 year ended
February 29, 1996, $537,771 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.

DREYFUS TREASURY PRIME CASH MANAGEMENT
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS TREASURY PRIME CASH MANAGEMENT
    We have audited the accompanying statement of assets and liabilities of
Dreyfus Treasury Prime Cash Management, including the statement of
investments, as of February 29, 1996, 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. Our procedures included confirmation of
securities owned as of February 29, 1996 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 Treasury Prime Cash Management at February 29, 1996, 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 signature logo]
New York, New York
March 29, 1996




IMPORTANT TAX INFORMATION (UNAUDITED)
    For State individual income tax purposes, the Fund hereby designates
100.00% of the ordinary income dividends paid during its fiscal year ended
February 29, 1996 as attributable to interest income from direct obligations
of the United States government. Such dividends are currently exempt from
taxation for individual income tax purposes in most states, including New
York, California and the District of Columbia.


DREYFUS TREASURY PRIME
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.
ONE AMERICAN EXPRESS PLAZA
PROVIDENCE, RI 02903


Further information is contained
in the Prospectus, which must
precede or accompany this report.











Printed in U.S.A.                        761/674AR962
DREYFUS
TREASURY
PRIME CASH
MANAGEMENT








ANNUAL REPORT
FEBRUARY 29, 1996



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