June 6, 2006

Securities and Exchange Commission 

Judiciary Plaza 

450 Fifth Street, NW 

Washington, DC 20549 

Attention: Filings – Rule 497(j) 

Re: Dreyfus Tax Exempt Cash Management 

File Nos. 811-3954; 2-89275 

Dear Sir or Madam:

Pursuant to Rule 497(j) under the Securities Act of 1933, this is to certify that the form of Prospectus and Statement of Additional Information that would have been filed under paragraph (b) or (c) of this section does not differ from that contained in the most recent amendment, Post Effective Amendment No. 34 to the Registration Statement, electronically filed with the Securities and Exchange Commission on May 30, 2006.

Very truly yours, 

/s/ Joanna Krzyznowska 

Joanna Krzyzanowska