DREYFUS TREASURY PRIME CASH MANAGEMENT
LETTER TO SHAREHOLDERS
Dear Shareholder:
We are pleased to report the performance of Dreyfus Treasury Prime Cash
Management for the eleven-month period ended January 31, 1997, as shown in
the following table:
<TABLE>
<CAPTION>
Annualized
Annualized Yield Effective Yield*
__________________ ____________________
<S> <C> <C>
Institutional Shares 5.04% 5.16%
Investor Shares 4.79% 4.90%
Administrative Shares ** 4.94% 5.05%
Participant Shares ** 4.64% 4.74%
</TABLE>
Please note that the fiscal year-end for the Fund has been changed to the
last day of January from the last day of February.
Accordingly, the Fund completed a shortened, eleven-month fiscal year on
January 31, 1997. Please understand that this change does not have any
detrimental effect on the Fund or on shareholders.
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 TREASURY PRIME CASH MANAGEMENT
STATEMENT OF INVESTMENTS JANUARY 31,1997
Annualized
Yield on
Date of Principal
U.S. Treasury Bills_36.8% Purchase Amount Value
________ _____________ _______________
<S> <C> <C> <C>
2/6/97..................................................... 5.23% $ 59,111,000 $ 59,069,135
2/13/97.................................................... 5.21 170,545,000 170,256,052
2/20/97.................................................... 5.23 13,301,000 13,265,198
2/27/97.................................................... 4.91 2,225,000 2,217,174
3/6/97..................................................... 5.38 190,347,000 189,456,142
3/13/97.................................................... 5.11 4,310,000 4,285,792
3/20/97.................................................... 5.22 13,080,000 12,993,080
3/27/97.................................................... 5.18 142,000,000 140,918,012
4/3/97..................................................... 5.19 15,425,000 15,292,706
4/10/97.................................................... 4.98 83,750,000 82,971,363
4/17/97.................................................... 5.24 21,208,000 20,982,376
4/24/97.................................................... 5.25 26,769,000 26,457,119
5/1/97..................................................... 5.26 51,978,000 51,320,074
5/8/97..................................................... 5.19 8,332,000 8,219,574
5/15/97.................................................... 5.16 20,025,000 19,736,812
5/22/97.................................................... 5.18 3,622,000 3,566,166
5/29/97.................................................... 5.15 48,650,000 47,856,319
6/5/97..................................................... 5.12 39,518,000 38,838,773
6/19/97.................................................... 5.17 14,326,000 14,049,496
7/10/97.................................................... 5.18 9,000,000 8,799,263
7/17/97.................................................... 5.20 11,150,000 10,889,589
7/24/97.................................................... 5.47 190,924,000 186,105,097
8/21/97.................................................... 5.59 50,000,000 48,523,208
11/13/97................................................... 5.35 30,887,000 29,643,605
1/8/98..................................................... 5.54 50,000,000 47,508,806
______________
TOTAL U.S. TREASURY BILLS
(cost $1,253,220,931)...................................... $1,253,220,931
================
U.S. Treasury Notes_66.8%
4.75%, 2/15/97............................................. 5.10% $ 50,000,000 $ 49,968,456
6.88%, 2/28/97............................................. 5.23 545,000,000 545,615,078
6.63%, 3/31/97............................................. 5.15 200,000,000 200,419,313
6.88%, 3/31/97............................................. 5.07 325,000,000 325,852,833
8.50%, 4/15/97............................................. 5.14 50,000,000 50,317,560
6.50%, 4/30/97............................................. 5.18 268,000,000 268,793,769
Dreyfus Treasury Prime Cash Management
Statement of Investments (continued) January 31,1997
Annualized
Yield on
Date of Principal
U.S. Treasury Notes (continued) Purchase Amount Value
___________ ____________ ____________
6.88%, 4/30/97............................................. 5.20% $175,000,000 $ 175,656,529
6.50%, 5/15/97............................................. 5.16 50,000,000 50,147,163
8.50%, 5/15/97............................................. 5.23 25,000,000 25,220,515
6.13%, 5/31/97............................................. 5.23 215,000,000 215,530,253
5.88%, 7/31/97............................................. 5.17 267,000,000 267,577,530
6.50%, 8/15/97............................................. 5.12 50,000,000 50,285,644
5.75%, 9/30/97............................................. 5.37 50,000,000 50,073,102
____________
TOTAL U.S. TREASURY NOTES
(cost $2,275,457,745)...................................... $2,275,457,745
===============
TOTAL INVESTMENTS
(cost $3,528,678,676)............................ 103.6% $3,528,678,676
======== ===============
LIABILITIES, LESS CASH AND RECEIVABLES............... (3.6%) $ (124,078,348)
======== ===============
NET ASSETS........................................... 100.0% $3,404,600,328
======== ===============
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES JANUARY 31, 1997
Cost Value
________________ ________________
<S> <C> <C>
ASSETS: Investments in securities_See Statement of Investments $3,528,678,676 $3,528,678,676
Cash.................................................... 2,702,058
Interest receivable..................................... 43,921,418
______________
3,575,302,152
______________
LIABILITIES: Due to The Dreyfus Corporation and affiliates 604,739
Due to Distributor...................................... 97,085
Payable for shares of Beneficial Interest redeemed 170,000,000
______________
170,701,824
______________
NET ASSETS.................................................................. $3,404,600,328
===============
REPRESENTED BY: Paid-in capital......................................... $3,404,743,644
Accumulated net realized gain (loss) on investments (143,316)
______________
NET ASSETS.................................................................. $3,404,600,328
===============
</TABLE>
<TABLE>
<CAPTION>
NET ASSET VALUE PER SHARE
__________________________
Institutional Administrative Investor Participant
Shares Shares Shares Shares
______________ ___________ ______________ ______________
<S> <C> <C> <C> <C>
Net Assets................................. $3,046,581,999 $100 $358,018,129 $100
Shares Outstanding......................... 3,046,724,634 100 358,018,810 100
NET ASSET VALUE PER SHARE.................. $1.00 $1.00 $1.00 $1.00
====== ======= ======= ======
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF OPERATIONS
Eleven Months Ended Year Ended
January 31, 1997* February 29, 1996
___________________ __________________
<S> <C> <C>
INVESTMENT INCOME
INCOME Interest Income..................... $166,908,188 $197,837,776
_______________ _______________
EXPENSES: Management fee_Note 2(a)........ $ 6,363,231 $ 6,907,593
Distribution fees_Note 2(b).......... 749,935 537,771
_______________ _______________
Total Expenses................... 7,113,166 7,445,364
_______________ _______________
INVESTMENT INCOME_NET................................................. 159,795,022 190,392,412
NET REALIZED GAIN (LOSS) ON INVESTMENTS_Note 1(b)..................... (20,364) (115,672)
_______________ _______________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................. $159,774,658 $190,276,740
=============== =================
* The Fund has changed its fiscal year end from the last day of February to
January 31.
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
Eleven Months Ended Year Ended Year Ended
January 31,1997(1) February 29, 1996 February 28, 1995
____________________ ___________________ ___________________
<S> <C> <C> <C>
OPERATIONS:
Investment income_net....................... $ 159,795,022 $ 190,392,412 $ 162,196,736
Net realized gain (loss) on investments..... (20,364) (115,672) (7,250)
____________________ ___________________ ___________________
Net Increase (Decrease) in Net Assets
Resulting from Operations.............. 159,774,658 190,276,740 162,189,486
____________________ ___________________ ___________________
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income_net:
Institutional Shares(2)................... (145,406,809) (179,191,962) (159,109,873)
Investor Shares(2)........................ (14,388,213) (11,200,450) (3,086,863)
____________________ ___________________ ___________________
Total Dividends......................... (159,795,022) (190,392,412) (162,196,736)
____________________ ___________________ ___________________
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Institutional Shares(2)................... 55,628,839,681 46,535,417,776 27,082,964,680
Administrative Shares(3).................. 25,100 ____ ____
Investor Shares(2)........................ 1,802,748,215 1,619,788,707 482,039,589
Participant Shares(3)..................... 100 ____ ____
Dividends reinvested:
Institutional Shares(2)................... 47,530,780 60,805,530 55,571,693
Investor Shares(2)........................ 6,117,769 4,969,553 1,175,693
Cost of shares redeemed:
Institutional Shares(2)................... (55,533,886,966) (47,034,381,427) (28,238,282,216)
Administrative Shares(3).................. (25,000) ____ ____
Investor Shares(2)........................ (1,706,468,094) (1,491,660,727) (414,608,139)
____________________ ___________________ ___________________
Increase (Decrease) in Net Assets from
Beneficial Interest Transactions...... 244,881,585 (305,060,588) (1,031,138,700)
____________________ ___________________ ___________________
Total Increase (Decrease) in Net Assets.. 244,861,221 (305,176,260) (1,031,145,950)
NET ASSETS:
Beginning of Period......................... ..3,159,739,107 3,464,915,367 4,496,061,317
____________________ ___________________ ___________________
End of Period............................... $ 3,404,600,328 $ 3,159,739,107 $ 3,464,915,367
================== ==================== ===================
(1)The Fund has changed its fiscal year end from the
last day of February to January 31.
(2) Effective November 20, 1996, Class A shares were redesignated
as Institutional Shares and Class B shares were
redesignated as Investor Shares.
(3) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
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 period indicated. This
information has been derived from the Fund's financial statements.
Institutional Shares
______________________________________________________________________________________
Eleven Months Ended
January 31, Fiscal Year Ended February,
______________________________________________________________
PER SHARE DATA: 1997(1,2) 1996 1995 1994 1993 1992
___________ _________ _________ _________ _________ _________
<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................. .047 .055 .043 .030 .035 .055
__________ _________ _________ _________ _________ _________
Distributions:
Dividends from investment income_net.. (.047) (.055) (.043) (.030) (.035) (.055)
__________ _________ _________ _________ _________ _________
Net asset value, end of period........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========= ========= ========= ========= =========
TOTAL INVESTMENT RETURN................... 5.16%(3) 5.65% 4.39% 3.02% 3.55% 5.67%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets .20%(3) .20% .20% .20% .20% .20%
Ratio of net investment income
to average net assets............... 5.05%(3) 5.53% 4.26% 2.99% 3.45% 5.35%
Decrease reflected in above expense ratios
due to undertakings by the Manager.. _ _ _ .02% .04% .05%
Net Assets, end of period (000's Omitted) $3,046,582 $2,904,121 $3,342,392 $4,442,145 $5,001,499 $4,435,718
(1) Effective November 20, 1996, Class A shares were redesignated
as Institutional Shares.
(2) The Fund has changed its fiscal year end from the last day
of February to January 31.
(3) Annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
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 period indicated. This
information has been derived from the Fund's financial statements.
Administrative Participant
Shares Investor Shares Shares
_______________ _______________________________________________ ____________
Eleven Months
Ended
Period Ended
January 31, January 31, Fiscal Year Ended February, January 31,
_____________________________ ____________
PER SHARE DATA: 1997(1) 1997(2,3) 1996 1995 1994(4) 1997(1)
___________ __________ _________ ________ ________ _______
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
___________ __________ _________ ________ ________ _______
Investment Operations:
Investment income_net.......... .010 .044 .053 .041 .004 .009
___________ __________ _________ ________ ________ _______
Distributions:
Dividends from investment income_net (.010) (.044) (.053) (.041) (.004) (.009)
___________ __________ _________ ________ ________ _______
Net asset value, end of period. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
============ ========= ========= ======== ======== =======
TOTAL INVESTMENT RETURN............ 4.97%(5) 4.88%(5) 5.39% 4.13% 2.77%(5) 4.66%(5)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets .30%(5) .45%(5) .45% .45% .45%(5) .60%(5)
Ratio of net investment income
to average net assets........ 4.91%(5) 4.80%(5) 5.21% 4.26% 2.78%(5) 4.70%(5)
Net Assets, end of period (000's Omitted) _ $358,018 $255,618 $122,524 $53,916 _
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Effective November 20, 1996, Class B shares were redesignated as
Investor Shares.
(3) The Fund has changed its fiscal year end from the last day of
February to January 31.
(4) From January 10, 1994 (commencement of initial offering) to
February 28, 1994.
(5) 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 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.
The Fund has changed its fiscal year end from the last day of February to
January 31.
(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 $143,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to January 31, 1997. If not
applied, $7,000 of the carryover expires in fiscal 2003, $116,000 expires in
fiscal 2004 and $20,000 expires in fiscal 2005.
At January 31, 1997, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
Dreyfus 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 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 Shares, Investor Shares and Participant
Shares, respectively. Both the Distributor and Dreyfus may pay one or more
Service Agents (a securities dealer, financial institution or other industry
professional) a fee in respect of the Fund's Administrative Shares, Investor
Shares and Participant Shares owned by 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,
the Rule 12b-1 service fee borne by the Fund with respect to its Investor
Shares was $749,935. 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 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 January 31, 1997, and the related statement of operations
for the eleven months ended January 31, 1997 and for the year ended February
29, 1996, the statement of changes in net assets for the eleven months ended
January 31, 1997 and for each of the two years in the period ended February
29, 1996, and financial highlights for each of the periods 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. 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 January 31, 1997, the
results of its operations for the eleven months ended January 31, 1997 and
for the year ended February 29, 1996, the changes in its net assets for the
eleven months ended January 31, 1997 and for each of the two years in the
period ended February 29, 1996, and the financial highlights for each of the
indicated periods, in conformity with generally accepted accounting
principles.
[Ernst & Young LLP signature logo]
New York, New York
March 5, 1997
DREYFUS TREASURY PRIME CASH MANAGEMENT
IMPORTANT TAX INFORMATION (UNAUDITED)
For State individual income tax purposes, the Fund hereby designates 100%
of the ordinary income dividends paid during the eleven months ended January
31, 1997 as attributable to interest income from direct obligations of the
United States. Such dividends are currently exempt from taxation for income
tax purposes in most states, including New York, California and the District
of Columbia.
[Dreyfus lion "d" logo]
Registration Mark
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.
P.O. Box 9671
Providence, RI 02940
Printed in U.S.A. 761/674/582/592AR971
[Dreyfus logo]
Registration Mark
Treasury Prime
Cash Management
Annual Report
January 31, 1997
