U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Seligman Cash Management Fund, Inc.
100 Park Avenue
New York, NY 10017
2. Name of each series or class of funds for which this notice is filed:
Seligman Government Portfolio Class A
Seligman Prime Portfolio Class A
Seligman Prime Portfolio Class D
3. Investment Company Act File Number: 811-2650
Securities Act File Number: 2-56805
4. Last day of fiscal year for which this notice is filed: 12/31/95
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal
year:
SHARES SALE PRICE
Seligman Government Portfolio 1,733,933 1,733,933
Seligman Prime Portfolio 767,305,819 767,305,819
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TOTAL 769,039,752 769,039,752
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Page (2)
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
SHARES SALE PRICE
Seligman Government Portfolio 1,733,933 1,733,933
Seligman Prime Portfolio 767,305,819 767,305,819
----------- -----------
TOTAL 769,039,752 769,039,752
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
SHARES SALE PRICE
Seligman Government Portfolio 71,595 71,595
Seligman Prime Portfolio 8,340,005 8,340,005
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TOTAL 8,411,600 8,411,600
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $769,039,752
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11): + 8,411,600
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -805,401,221
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): +
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 { line
(i), plus line (ii), less line (iii), plus line (iv)} (27,949,869)
------------
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation: x 0.000345
(vii) Fee due {line (i) or line (v) multiplied by line (vi)}: $0.00
-----------
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of Informal and
Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)
Thomas G. Rose
--------------
Thomas G. Rose
Treasurer
Date FEBRUARY 15, 1996
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
NINE QUEEN'S ROAD, CENTRAL, HONG KONG
February 15, 1996
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 775,645,824 Capital Stock of your Prime
Portfolio, $0.01 par value (the "Prime Shares") and 1,805,528 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
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expressing no opinion as to the effect of the laws 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
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SULLIVAN & CROMWELL
