EX-99

Sub-Item 77Q3

I, Stephen E. Canter, certify that:

1. I have reviewed this report on Form N-SAR of
The Dreyfus Treasury Prime Cash Management Fund;

2. Based on my knowledge, this report does
not contain any untrue statement of a material
fact or omit to state a material fact necessary
to make the statements made, in light of the
circumstances under which such statements
were made, not misleading with respect to the
period covered by this report;

3. Based on my knowledge, the financial
information included in this report, and the
financial statements on which the financial
information is based, fairly present in all
material respects the financial condition,
results of operations, changes in net assets,
and cash flows (if the financial statements
are required to include a statement of cash
flows) of the registrant as of, and for,
the periods presented in this report;

4. The registrant's other certifying officer
and I are responsible for establishing and
maintaining disclosure controls and procedures
(as defined in rule 30a-2(c) under the Investment
Company Act) for the registrant and have:

a) designed such disclosure controls and
procedures to ensure that material information
relating to the registrant, including its
consolidated subsidiaries, is made known to us
by others within those entities, particularly
during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions
about the effectiveness of the disclosure
controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer
and I have disclosed, based on our most recent
evaluation, to the registrant's auditors and the
audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize, and report financial data and have
identified for the registrant's auditors any
material weaknesses in internal controls; and
b) any fraud, whether or not material, that
involves management or other employees who have
a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officer
and I have indicated in this report whether or
not there were significant changes in internal
controls or in other factors that could significantly
affect internal controls subsequent to the date
of our most recent evaluation, including any
corrective actions with regard to significant
deficiencies and material weaknesses.









Date: 3/27/03

/s/ Stephen E. Canter
Stephen E. Canter
President

Sub-Item 77Q3

I, James Windels, certify that:

7. I have reviewed this report on Form N-SAR
of The Dreyfus Treasury Prime Cash Management Fund;

8. Based on my knowledge, this report does
not contain any untrue statement of a material
fact or omit to state a material fact necessary
to make the statements made, in light of the
circumstances under which such statements were
made, not misleading with respect to the period
covered by this report;

9. Based on my knowledge, the financial
information included in this report, and the
financial statements on which the financial
information is based, fairly present in all
material respects the financial condition,
results of operations, changes in net assets,
and cash flows (if the financial statements are
required to include a statement of cash flows)
of the registrant as of, and for, the periods
presented in this report;

10. The registrant's other certifying officer
and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined
in rule 30a-2(c) under the Investment
Company Act) for the registrant and have:

d) designed such disclosure controls and
procedures to ensure that material information
relating to the registrant, including its
consolidated subsidiaries, is made known to
us by others within those entities, particularly
during the period in which this report is being
prepared;
e) evaluated the effectiveness of the
registrant's disclosure controls and procedures
as of a date within 90 days prior to the
filing date of this report (the "Evaluation Date");
and
f) presented in this report our conclusions
about the effectiveness of the disclosure
controls and procedures based on our evaluation
as of the Evaluation Date;

11. The registrant's other certifying officer
and I have disclosed, based on our most recent
evaluation, to the registrant's auditors and the
audit committee of the registrant's board of
directors (or persons performing the equivalent
functions):

c) all significant deficiencies in the design
or operation of internal controls which could
adversely affect the registrant's ability to
record, process, summarize, and report financial
data and have identified for the registrant's
auditors any material weaknesses in internal
controls; and
d) any fraud, whether or not material,
that involves management or other employees
who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer
and I have indicated in this report whether
or not there were significant changes in
internal controls or in other factors that
could significantly affect internal controls
subsequent to the date of our most recent
evaluation, including any corrective actions
with regard to significant deficiencies and
material weaknesses.






Date: 3/27/03

/s/ James Windels
James Windels
Treasurer

EX-99

Report of Independent Auditors


To the Shareholders and Board of Trustees of
Dreyfus Treasury Prime Cash Management Fund

In planning and performing our audit of the
financial statements of Dreyfus Prime Cash Management
Fund for the year ended January 31, 2003,
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 Treasury Prime
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 accounting
principles generally accepted in the United States.
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
established by the American Institute of Certified
Public Accountants. 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, 2003.

This report is intended solely for the information
and use of management and the Board of Trustees
of Dreyfus Treasury Prime Cash Management Fund 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 LLP

ERNST & YOUNG LLP

New York, New York
March 13, 2003

EX-99

77D



Dreyfus Treasury Prime Cash Management
(the "Fund") may purchase securities of other
investment companies to the extent permitted
under the 1940 Act.  The Fund and The Dreyfus
Corporation (the "Manager") have received an
exemptive order from the Securities and Exchange
Commission, which, among other things, permits the
Fund to use cash collateral received in connection
with lending the Fund's securities and other
uninvested cash to purchase shares of one or more
registered money market funds advised by the Manager
in excess of limitations imposed by the 1940 Act.
The Fund's aggregate investment of uninvested cash
reserves in such money market funds, however, may
not exceed 25% of its total assets.

EX-99

Exhibit


SUB-ITEM
77Q3(a)

(i) Based on an evaluation of the
Disclosure Controls as of a date within
90 days of the Filing Date, the Disclosure
Controls are effectively designed to
ensure that information required to be
disclosed by the Fund in the Report is
recorded, processed, summarized and
reported by the Filing Date, including
ensuring that information required
to be disclosed in the Report is
accumulated and communicated to the
Fund's management, including the
Fund Officers, as appropriate to allow
timely decisions regarding required
disclosure

(ii) There were no significant changes in
the Fund's internal controls or in other
factors that could significantly affect these
controls subsequent to the date of their
evaluation, and there were no corrective actions
with regard to significant deficiencies and
material weaknesses.

(iii) Certification of principal executive
officer (see attached).
Certification of principal financial
officer (see attached).