EX-23

             Report of Independent Registered Public Accounting Firm


To the Shareholders and Board of Trustees of
Dreyfus Tax Exempt Cash Management

In planning and performing our audit of the financial statements of Dreyfus
Tax Exempt Cash Management  (comprising,  respectively,  Dreyfus Government Cash
Management  and Dreyfus  Government  Prime Cash  Management)  for the year ended
January  31,  2005,  we  considered  its  internal  control,  including  control
activities  for  safeguarding  securities,  in order to  determine  our auditing
procedures for the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR,  not to provide  assurance on
internal control.

The  management of Dreyfus Tax Exempt Cash  Management is  responsible  for
establishing   and   maintaining    internal   control.   In   fulfilling   this
responsibility, estimates and judgments by management are required to assess the
expected  benefits and related costs of controls.  Generally,  controls that are
relevant to an audit  pertain to the entity's  objective of preparing  financial
statements for external  purposes that are fairly  presented in conformity  with
U.S.  generally  accepted  accounting  principles.  Those  controls  include the
safeguarding of assets against unauthorized acquisition, use, or disposition.

Because of inherent  limitations  in internal  control,  error or fraud may
occur and not be  detected.  Also,  projection  of any  evaluation  of  internal
control to future  periods is subject to the risk that it may become  inadequate
because of changes in  conditions  or that the  effectiveness  of the design and
operation may deteriorate.

Our  consideration of internal  control would not necessarily  disclose all
matters in internal control that might be material weaknesses under standards of
the Public  Company  Accounting  Oversight  Board  (United  States).  A material
weakness is a condition  in which the design or  operation of one or more of the
internal  control  components does not reduce to a relatively low level the risk
that misstatements caused by error or fraud in amounts that would be material in
relation to the financial statements being audited may occur and not be detected
within a timely  period by employees in the normal  course of  performing  their
assigned functions.  However, we noted no matters involving internal control and
its operation,  including controls for safeguarding securities, that we consider
to be material weaknesses as defined above as of January 31, 2005.

This report is intended  solely for the  information  and use of management
and the  Board of  Trustees  of  Dreyfus  Tax  Exempt  Cash  Management  and the
Securities  and Exchange  Commission and is not intended to be and should not be
used by anyone other than these specified parties.

                                                      /s/ERNST & YOUNG
                                                      ERNST & YOUNG LLP

New York, New York
March 16, 2005

EX-99

                                                                      ITEM 77E

In early 2004,  two purported  class and  derivative  actions were filed against
Mellon  Financial  Corporation,  Mellon  Bank,  N.A.,  Dreyfus,  Founders  Asset
Management  LLC,  and certain  directors  of the  Dreyfus  Funds and the Dreyfus
Founders Funds (together,  the Funds).  In September 2004,  plaintiffs  served a
Consolidated  Amended Complaint (the Amended Complaint) on behalf of a purported
class of all persons who acquired  interests in any of the Funds between January
30, 1999 and November 17, 2003,  and  derivatively  on behalf of the Funds.  The
Amended  Complaint in the newly styled In re Dreyfus Mutual Funds Fee Litigation
also named Dreyfus Service Corporation,  Premier Mutual Fund Services,  Inc. and
two  additional  Fund  directors as  defendants  and alleges  violations  of the
Investment  Company  Act of 1940,  the  Investment  Advisers  Act of  1940,  the
Pennsylvania  Unfair Trade Practices and Consumer  Protection Law and common-law
claims.  Plaintiffs seek to recover allegedly  improper and excessive Rule 12b-1
and advisory fees allegedly  charged to the Funds for marketing and distribution
services.  More specifically,  plaintiffs claim, among other things,  that 12b-1
fees and directed brokerage were improperly used to pay brokers to recommend the
Funds over other funds,  and that such payments were not disclosed to investors.
In addition,  plaintiffs assert that economies of scale and soft-dollar benefits
were not passed on to the Funds.  Plaintiffs further allege that 12b-1 fees were
improperly  charged to certain of the Funds that were  closed to new  investors.
The Amended Complaint seeks compensatory and punitive damages, rescission of the
advisory  contracts,  and an accounting and restitution of any unlawful fees, as
well as an award of attorneys' fees and litigation  expenses.  As noted, some of
the claims in this  litigation are asserted  derivatively on behalf of the Funds
that have been  named as nominal  defendants.  With  respect to such  derivative
claims, no relief is sought against the Funds.  Dreyfus believes the allegations
to be  totally  without  merit and  intends  to defend  the  action  vigorously.
Defendants filed motions to dismiss the Amended  Complaint on November 12, 2004,
and those motions are pending.

Additional  lawsuits arising out of these  circumstances and presenting  similar
allegations  and requests for relief may be filed against the  defendants in the
future.  Neither  Dreyfus nor the Funds believe that any of the pending  actions
will have a material  adverse effect on the Funds or Dreyfus' ability to perform
its contract with the Funds.