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:
T. Rowe Price Prime Reserve Fund, Inc.
100 East Pratt Street
Baltimore, MD 21202
2. Name of each series or class of funds for which this notice is
filed:
Not Applicable
3. Investment Company Act File Number: 811-2603
Securities Act File Number: 02-54926
4. Last day of fiscal year for which this notice is filed:
May 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):
Not 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:
2,423,229,252 shares
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:
7,790,741,160 shares aggregating $7,790,741,626
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
7,620,662,837 shres aggregating $7,620,662,837
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):
196,287,596 shares aggregating $196,287,596
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): $ 7,620,662,837
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 196,287,596
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 7,816,950,433
(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): = $ -0-
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: = $ -0-
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after 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
Commissions'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:
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.
Carmen F. Deyesu, Treasurer
By (Signature and Title)*
July 24, 1996
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
July 24, 1996
T. Rowe Price Prime Reserve Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Prime Reserve Fund, Inc. (the "Corporation"), a Maryland
corporation, is filing with the Securities and Exchange Commission (the
"Commission") a Rule
24f-2 Notice (the "Rule 24f-2 Notice") containing the information contained in
paragraph (b)(1)
of Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"Rule"). The effect
of the Rule 24f-2 Notice, when accompanied by the filing fee, if any, payable as
prescribed by
paragraph (c) of the Rule and by this opinion, will be to make definite in
number
the number of
shares sold by the Corporation during the fiscal year ended May 31, 1996 in
reliance upon the
Rule (the "Rule 24f-2 Shares").
We have, as counsel to the Corporation, participated in various
proceedings
relating to the Corporation and to the Rule 24f-2 Shares. We have examined
copies, either
certified or otherwise proven to our satisfaction to be genuine, of its Charter
and
By-laws, as
currently in effect, and a certificate dated July 17, 1996 issued by the
Department
of Assessments
and Taxation of the State of Maryland, certifying the existence and good
standing
of the
Corporation. We have also reviewed the form of the Rule 24f-2 Notice being filed
by the
Corporation. We are generally familiar with the business affairs of the
Corporation.
The Corporation has advised us that the Rule 24f-2 Shares were
sold in
the
manner contemplated by the prospectus of the Corporation current at the time of
sale, and that
the Rule 24f-2 Shares were sold in numbers within the limits prescribed by the
Corporation's
Charter for a consideration not less than the par value thereof as required by
the
laws of
Maryland and not less than the net asset value thereof as required by the
Investment Company
Act of 1940, as amended.
Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly organized and is legally existing
under the
laws of
the State of Maryland.
2. The Corporation is authorized to issue fifteen billion
(15,000,000,000)
shares of
Capital Stock, par value one cent ($0.01) per share. Under Maryland
law (i)
the
Board of Directors of the Corporation may increase or decrease the
number
of
shares that the Corporation has authority to issue, and (ii) shares
which
were
issued and which have subsequently been redeemed by the Corporation
are,
by
virtue of such redemption, restored to the status of authorized and
unissued
Shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the
Commission
together
with the Rule 24f-2 Notice of the Corporation, and to the filing of this
opinion
under the
securities laws of any state.
We are members of the Bar of the State of New York and do not
hold
ourselves
out as being conversant with the laws of any jurisdiction other than those
of the
United
States of
America and the State of New York. We note that we are not licensed to
practice
law in
the State
of Maryland, and to the extent that any opinion herein involves the law of
Maryland,
such
opinion should be understood to be based solely upon our review of the
documents
referred to
above, the published statutes of the State of Maryland and, where applicable,
published
cases,
rules or regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Hoffman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:LAR:MKN:KLJ:jlk
