SELIGMAN CASH MANAGEMENT FUND INC
24F-2NT, 1995-03-07
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                                                               February 22, 1995


           Rule 24f-2 Notice for Seligman Cash Management Fund, Inc.
                              Government Portfolio


Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention:  Division of Investment Management
               File No. 2-56805

Dear Sirs:

      Seligman Cash Management Fund, Inc. - Government Portfolio hereby provides
the following information with respect to sales of its capital stock pursuant to
Rule 24f-2 under the Investment Company Act of 1940:

    1.   Fiscal year for which notice is filed: December 31, 1994.

    2.   Number of shares registered under the Securities Act of 1933 other than
         pursuant  to Rule 24f-2 which remained  unsold at the beginning of such
         fiscal year: -0-

    3.   Number of shares registered during such fiscal year other than pursuant
         to Rule 24f-2: -0-

    4.   Number of shares sold during such fiscal year:  38,764,853     (a)

    5.   Number  of shares sold  during  such fiscal year in reliance  upon
         registration pursuant to Rule 24f-2: 38,764,853






<PAGE>



Securities and Exchange Commission           -2-              February 22, 1995
Division of Investment Management


         A filing fee of  $2,201.43  is  enclosed  as is the  opinion of counsel
         required by Rule 24f-2.


                               Very truly yours,
                      Seligman Cash Management Fund, Inc.
                              Government Portfolio

                                 Thomas G. Rose
                                 --------------
                                 Thomas G. Rose
                                   Treasurer

    Enclosure
    -------------------------

         (a)  The  following  is a  calculation  of the fee payable  pursuant to
          paragraph (c) of Rule 24f-2:


                                                  Year ended 12/31/94



         Aggregate sales price of shares
           sold pursuant to Rule 24f-2                 $38,764,853
             

         Aggregate redemption or repurchase
           price of shares redeemed or purchased
           during previous fiscal year                 (32,383,907)
                                                

         Aggregate redemption or repurchase
           price of shares previously applied
           pursuant to Rule 24e-2(a)                        -
                          
                                                       -----------
         Total                                           6,380,946
                                                       -----------              
        Fee (Total X .000345)                             2,201.43
                                                       -----------


<PAGE>



           SELIGMAN CASH MANAGEMENT FUND, INC. - GOVERNMENT PORTFOLIO

     The  undersigned,  Treasurer  of  Seligman  Cash  Management  Fund,  Inc. -
Government  Portfolio,  a Maryland  corporation  (the  "Company"),  does  hereby
certify as follows:
         1. From January 1, 1994 through  December 31, 1994,  the Company issued
     an aggregate  of  38,764,853  shares of its  Government  Portfolio  Capital
     Stock, $0.01 par value.
         2. In  respect of the issuance of such 38,764,853  shares,  the Company
     received  aggregate cash  consideration  (net of any sales  commissions) of
     $38,764,853.
         3. With  respect  to each  share  issued,  the  Company  received  cash
     consideration  not less  than the net  asset  value  per  share on the date
     issued and not less than $0.01.
         4. At no time during the period from  January 1, 1994 through  December
     31,  1994  were any  shares  of the  Company's  Capital  Stock  issued  and
     outstanding in excess of its 600,000,000 authorized shares.

     In Witness  Whereof,  I have  hereunto  signed my name as  Treasurer of the
Company.

Date:  January 19, 1995
                                 Thomas G. Rose  
                            ------------------------
                                 Thomas G. Rose
                                   Treasurer

         
<PAGE>



SULLIVAN & CROMWELL

NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
CABLE ADDRESS: LADYCOURT, NEW YORK            
FACSIMILE: (212) 558-3588 (125 Broad Street)  
(212) 558-3792 (250 Park Avenue)


                                           125 Broad Street, New York 10004-2498
                                                                      __________
                                            250 PARK AVENUE, NEW YORK 10177-0021

                         1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805
                                 444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
                                                   8, PLACE VENDOME, 75001 PARIS
                          ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
                                              101 COLLINS STREET, MELBOURNE 3000
                                  2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
                                   GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG



                                                               February 22, 1995



Seligman Cash Management Fund, Inc.,
  100 Park Avenue,
    New York, New York  10017.

Dear Sirs:

     You have  requested  our opinion in  connection  with the notice  which you
propose to file pursuant to Rule 24f-2 under the Investment  Company Act of 1940
with respect to  395,709,117  Capital Stock of your Prime  Portfolio,  $0.01 par
value (the  "Prime  Shares")  and  38,764,853  shares of  Capital  Stock of your
Government Portfolio, $0.01 par value (the "Government Shares").
     As your  counsel,  we are familiar  with your  organization  and  corporate
status and validity of your Capital Stock.
     We advise you that,  in our  opinion,  the Shares were  legally and validly
issued, and are fully paid and non-assessable.
     The  foregoing  opinion is limited to the  General  Corporation  Law of the
State of Maryland, and we are expressing no opinion as to the effect of the laws


<PAGE>

Seligman Cash Management Fund, Inc.                                        -2-


of any other jurisdiction.
                  We consent to the filing of this opinion  with the  Securities
and Exchange  Commission in  connection  with the notice  referred to above.  In
giving such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933.

                                                               Very truly yours,

                                                             SULLIVAN & CROMWELL
                                                             -------------------
                                                             SULLIVAN & CROMWELL



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