EX-99.2N OTH CONSENT

                           Report of Independent Auditors


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

In planning and performing our audit of the financial statements of Dreyfus
Treasury Prime Cash Management for the year ended January 31, 2004, 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 entitys 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, 2004.

This report is intended solely for the information and use of management and the
Board of Trustees of Dreyfus Treasury Prime 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 12, 2004

EX-99.77Q1 OTHR EXHB

                     SUB ITEM 77E - LEGAL PROCEEDINGS



On January 30, 2004, a purported shareholder in the Dreyfus
Disciplined Stock Fund filed a class action in the United States
District Court for the Western District of Pennsylvania against
Mellon Financial Corporation, Mellon Bank, N.A., The Dreyfus
Corporation, Founders Asset Management LLC (the "Investment
Advisers"), and the directors of all or substantially all of the
Dreyfus Funds and the Dreyfus Founders Funds, on behalf of a
purported class and derivatively on behalf of said funds, alleging
violations of Sections 34(b), 36(b), and 48(a) of the Investment
Company Act of 1940, Section 215 of the Investment Advisers Act of
1940, and common law claims. (Hays v. Mellon Financial Corp., et.
al.)  A purported investor in the Dreyfus S&P 500 Stock Index Fund
filed a similar class action in the United States District Court
for the Western District of Pennsylvania on February 25, 2004 which
is virtually identical in all material respects in that it names
the same defendants, asserts similar claims for relief based on
similar factual allegations and seeks similar relief as the Hays
complaint. (Wortman v. Mellon Financial Corp., et. al.)  The
actions seek to recover allegedly improper and excessive Rule 12b-1
and advisory fees charged to various funds for marketing and
distribution services. More specifically, the plaintiffs claim,
among other things, that 12b-1 fees and directed brokerage were
improperly used to pay brokers to recommend Dreyfus 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 investors.
Plaintiffs further allege that 12b-1 fees charged to certain funds
that were closed to new investors were also improper.  The
complaints seek 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. Dreyfus and the funds believe the allegations to be
totally without merit and will defend the actions vigorously.