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 as of and for the year ended January 31, 2006, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), we considered its internal control over financial reporting,
including control activities for safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, but
not for the purpose of expressing an opinion on the effectiveness of Dreyfus Tax
Exempt Cash Management's internal control over financial reporting. Accordingly,
we express no such opinion.

The management of Dreyfus Tax Exempt Cash Management is responsible for
establishing and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Such internal control
includes policies and procedures that provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of a company's assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A significant
deficiency is a control deficiency, or combination of control deficiencies, that
adversely affects the company's ability to initiate, authorize, record, process
or report financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote likelihood that a
misstatement of the company's annual or interim financial statements that is
more than inconsequential will not be prevented or detected. A material weakness
is a significant deficiency, or combination of significant deficiencies, that
results in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected.

Our consideration of Dreyfus Tax Exempt Cash Management's internal control over
financial reporting was for the limited purpose described in the first paragraph
and would not necessarily disclose all deficiencies in internal control that
might be significant deficiencies or material weaknesses under standards
established by the Public Company Accounting Oversight Board (United States).
However, we noted no deficiencies in Dreyfus Tax Exempt Cash Management's
internal control over financial reporting and its operation, including controls
for safeguarding securities, that we consider to be a material weakness as
defined above as of January 31, 2006.

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.


                                                      ERNST & YOUNG LLP

New York, New York
March 10, 2006

EX-99

                        SUB-ITEM 77E - LEGAL PROCEEDINGS

In early 2004, a purported  shareholder  in the Dreyfus  Disciplined  Stock
Fund and a  purported  shareholder  in the Dreyfus S&P 500 Stock Index Fund each
filed similar class action  lawsuits in the United States District Court for the
Western District of Pennsylvania  against Mellon Financial  Corporation,  Mellon
Bank, N.A. (the "Mellon  Defendants"),  The Dreyfus Corporation,  Founders Asset
Management  LLC,  and certain  directors  of Dreyfus  Funds  (together  with the
Dreyfus Founders Funds, the "Funds") and certain John Doe defendants  identified
as directors of other Dreyfus Funds.  (Hays v. Mellon  Financial  Corp., et. al.
and Wortman v. Mellon Financial Corp., et. al.)

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 the Funds between January 30, 1999 and November 17, 2003, and
derivatively on behalf of the Funds. In addition to the defendants mentioned
above, Plaintiffs also named Dreyfus Service Corporation and Premier Mutual Fund
Services, Inc. as defendants. The Amended Complaint in the newly styled In re
Dreyfus Mutual Funds Fee Litigation alleged violations of Sections 34(b), 36(a),
36(b), and 48(a) of the Investment Company Act of 1940 (the "ICA"), Section 215
of the Investment Advisers Act of 1940, the Pennsylvania Unfair Trade Practices
and Consumer Protection Law and common-law claims. More specifically, plaintiffs
claimed, 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 asserted
that economies of scale and soft-dollar benefits were not passed on to the Funds
and that 12b-1 fees were improperly charged to certain of the Funds that were
closed to new investors. Plaintiffs sought to recover allegedly improper and
excessive Rule 12b-1 and advisory fees allegedly charged to the Funds for
marketing and distribution services. The Amended Complaint sought 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.

Defendants filed motions to dismiss the Amended Complaint in whole or
substantial part on November 12, 2004. In a Memorandum Opinion dated September
28, 2005, the Court dismissed all of the claims except for a claim against
Dreyfus under Section 36(b) of the ICA which alleged that Dreyfus had breached a
duty to the Dreyfus funds by charging advisory fees that were excessive, and a
claim under section 48(a) of the ICA against the Mellon Defendants claiming that
they were "controlling persons" responsible for that violation.

Dreyfus and the Mellon Defendants answered the Amended Complaint, denying its
material allegations and asserting certain affirmative defenses. Dreyfus and the
Mellon Defendants have moved for judgment on the pleadings on the remaining
claims on the grounds that, pursuant to the ICA, they should have been brought
derivatively but were improperly brought as class claims. That motion is
pending.