KIDDER PEABODY CASH RESERVE FUND INC
485BPOS, 1996-04-23
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     As filed with the Securities and Exchange Commission on April 23, 1996

                                              1933 Act Registration No. 2-64685
                                             1940 Act Registration No. 811-2928
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -------------------

                                    FORM N-1A
      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1933 ( X )
                      Pre-Effective Amendment No.     (   )
                      Post-Effective Amendment No. 20 ( X )
                                     and/or
      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ( X )
                             Amendment No. 20         ( X )

                            -------------------------

               PaineWebber/Kidder, Peabody Cash Reserve Fund, Inc.
               (Exact Name of Registrant as Specified in Charter)

                           1285 Avenue of the Americas
                              New York, N.Y. 10019
                     (Address of principal executive office)

      Registrant's Telephone Number, including Area Code: (212) 713 - 2000

                            Dianne E. O'Donnell, Esq.
                     Mitchell Hutchins Asset Management Inc.
                           1285 Avenue of the Americas
                            New York, New York 10019
                     (Name and Address of Agent for Service)

                                   Copies to:

                             Elinor W. Gammon, Esq.
                           Kirkpatrick & Lockhart LLP
                                  Second Floor
                         1800 Massachusetts Avenue, N.W.
                           Washington, D.C. 20036-1800

It is proposed that this filing will become effective (check appropriate box)
     X Immediately upon filing pursuant to paragraph (b) of Rule 485
     __ On ___________ pursuant to paragraph (b) of Rule 485
     __ 60 days after filing pursuant to paragraph (a)(i) of Rule 485
     __ On ___________ pursuant to paragraph (a)(i) of Rule 485
     __ 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
     __ On ___________ pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:
     __ This post-effective amendment designates a new effective date for
        a previously filed post-effective amendment

     The Registrant has an indefinite  number of its shares under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment  Company Act of 1940, as
amended. A Rule 24f-2 notice for the period ended February 20, 1996 was filed by
Registrant on April 18, 1996.


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Pursuant  to  paragraph  (a)(2)  and  (b)(3) of Rule  24f-2,  Registrant  hereby
terminates its current effective declaration.



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               PaineWebber/Kidder, Peabody Cash Reserve Fund, Inc.

     The purpose of this Post-Effective  Amendment to the Registration Statement
for  PaineWebber/Kidder,  Peabody Cash  Reserve  Fund,  Inc.  (the "Fund") is to
terminate the Fund's Rule 24f-2 declaration pursuant to the requirements of Rule
24f-2(b)(3). Accordingly, language regarding such termination is provided on the
facing sheet of this document as required by Rule 24f-2(a)(2).




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                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, the Registrant, PaineWebber/Kidder, Peabody Cash
Reserve  Fund,  Inc., certifies  that  it  meets  all  of the  requirements  for
effectiveness  of  this  Post-Effective  Amendment  No.  20 to its  Registration
Statement  pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused  this  Post-Effective  Amendment  to be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of New York and State of New
York, on the 23rd day of April, 1996.

                             PaineWebber/Kidder, Peabody Cash Reserve Fund, Inc.

                             By: /s/ DIANNE E. O'DONNELL
                                 ____________________________________
                                 Dianne E. O'Donnell
                                 Vice President & Secretary


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment has been signed below by the following  persons in the
capacities and on the dates indicated:

      Signature                          Title                          Date

/s/ MARGO N. ALEXANDER
_____________________________    Director and President           April 23, 1996
Margo N. Alexander*              (Chief Executive Officer)

/s/ DAVID BEAUBIEN
_____________________________    Director                         April 23, 1996
David Beaubien**

/s/ WILLIAM W. HEWITT, JR.
_____________________________    Director                         April 23, 1996
William W. Hewitt, Jr.**

/s/ CARL W. SCHAFER
_____________________________    Director                         April 23, 1996
Carl W. Schafer**

/s/ JULIAN F. SLUYTERS
_____________________________    Vice President and Treasurer     April 23, 1996
Julian F. Sluyters               (Chief Financial and
                                  Accounting Officer)

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*   Signature affixed by Dianne E. O'Donnell pursuant to power of attorney dated
    December 28, 1995 and filed herewith.

**  Signature affixed by Dianne E. O'Donnell pursuant to power of attorney dated
    March 8, 1995 and incorporated by reference from Post-Effective Amendment
    No. 9 to the registration statement of PaineWebber/Kidder, Peabody
    Cash Reserve Fund, Inc., SEC File No. 2-64685, filed November 30, 1995.

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                               POWER OF ATTORNEY


     I, Margo N. Alexander, President and Director of Mitchell Hutchins/Kidder,
Peabody Equity Income Fund, Inc., Mitchell Hutchins/Kidder, Peabody Government
Income Fund, Inc., PaineWebber/Kidder, Peabody Cash Reserve Fund, Inc.,
PaineWebber/Kidder, Peabody Government Money Fund, Inc., and PaineWebber/Kidder,
Peabody Tax Exempt Money Fund, Inc. (collectively, the "Funds"), hereby
constitute and appoint Victoria E. Schonfeld, Dianne E. O'Donnell, Gregory K.
Todd, and Scott Griff, and each of them singly, my true and lawful attorneys,
with full power to them to sign for me, and in my capacity as President and
Director for each of the Funds, any and all amendments to each of the particular
registration statements of the Funds, and all instruments necessary or desirable
in connection therewith, filed with the Securities and Exchange Commission,
hereby ratifying and confirming my signature as it may be signed by said
attorneys to any and all amendments to said registration statements.

     Pursuant to the requirements of the Securities Act of 1933, this instrument
has been signed below by the following in the capacity and on the date
indicated.


      Signature                          Title                          Date

MARGO N. ALEXANDER
_____________________________    President and Director        December 28, 1995
Margo N. Alexander*



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