FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Legg Mason Cash Reserve Trust
2. Name of each series or class of funds for which this notice is filed:
Legg Mason Cash Reserve Trust
3. Investment Company Act File Number: 811-2853
Securities Act File Number: 2-62218
4. Last day of fiscal year for which this notice is filed: August 31, 1996
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 (see instruction A.6):
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:
Number: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 4,802,282,469
Sale Price: $4,802,282,469
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 4,802,282,469
Sale Price: $4,802,282,469
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7): n/a
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): $4,802,282,469
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): n/a
(iii)Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): $(4,731,444,926)
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(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)] (if applicable): $70,837,543
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see instruction
C.6): 1/3300
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]: $21,465.92
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the the close of
the issuer's fiscal year. See instruction C.3.
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).
[ x ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
October 28, 1996
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the dates indicated.
By /s/Marie K. Karpinski
Marie K. Karpinski
Vice President and Treasurer
Date October 29, 1996
KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800
TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100
October 28, 1996
Legg Mason Cash Reserve Trust
111 South Calvert Street
Baltimore, Maryland 21202
Dear Sirs:
Legg Mason Cash Reserve Trust ("Trust") is a voluntary association
organized under the laws of the Commonwealth of Massachusetts pursuant to a
declaration of trust dated July 24, 1978. We understand that the Trust is about
to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended, for the purpose of making definite the number of shares
of beneficial interest which it has registered under the Securities Act of 1933,
as amended, and which were sold during the fiscal year ended August 31, 1996.
As legal counsel to the Trust, we have participated in various matters of
Trust operations and other matters relating to the Trust. We have examined
copies of the Trust Instrument and the Trust's By-Laws, as now in effect, the
minutes of meetings of the trustees of the Trust, and other documents relating
to the organization and operation of the Trust, and we are generally familiar
with its affairs. For certain matters of fact, we have relied upon repre-
sentations of officers of the Trust. Based on the foregoing, it is our opinion
that the shares sold during the Trust's fiscal year ended August 31, 1996, the
registration of which will be made definite by the filing of the above-
referenced Rule 24f-2 Notice, were legally issued and are fully paid and non-
assessable. We express no opinion as to compliance with the Securities Act of
1933, the Investment Company Act of 1940 or applicable state securities laws in
connection with the sales of shares of beneficial interest.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust states that no trustee shall have any power to
bind the shareholders personally. It also states that if any shareholder or
former shareholder of the Trust is held to be personally liable solely by reason
of being or having been a shareholder and not because of acts, omissions or
other reasons, the shareholder or former shareholder shall be entitled to be
held harmless from and indemnified against all loss and expense arising from
that liability, out of the assets belonging to the Trust. Thus, the risk of a
shareholder incurring financial loss solely on account of his status as a
shareholder is limited to circumstances in which the Trust would be unable to
meet its obligations.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice which
you are about to file with the Securities and Exchange Commission. We also
consent to the reference to our firm under the caption "The Trust's Legal
Counsel" in the statement of additional information incorporated by reference
into the prospectus of the Trust and filed as part of the registration
statement.
Sincerely,
KIRKPATRICK & LOCKHART
By:/S/Arthur C. Delibert
Arthur C. Delibert
