SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 24f-2 NOTICE
FOR
ALEX. BROWN CASH RESERVE FUND, INC.
135 East Baltimore Street
Baltimore, MD 21202
_________________________________________________________________
(Address of principal executive offices)
SHARES OF COMMON STOCK (par value $.001 per share)
_________________________________________________________________
(Title of securities with respect to which Notice is filed)
File Nos. 2-72658
811-3196
__________________________________
The following information is required pursuant to Rule
24-2(b)(1)
(i) Period for which Notice is filed:
April 1, 1994 through March 31, 1995 (fiscal year)
(ii) Number or amount of securities of the same class
or series which has been registered under the
Securities Act of 1933 other than pursuant to
Rule 24f-2 but which remained unsold at the
beginning of such fiscal year:
NONE
(iii) Number or amount of securities, if any, registered
during such fiscal year other than pursuant to
Rule 24f-2:
170,823,591 shares
(iv) Number or amount of securities sold during such
period: (1)
17,936,410,036 shares
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(v) Number or amount of securities sold during such
period in reliance upon registration pursuant to
Rule 24f-2: (2)
17,765,586,445 shares (See Exhibit A attached hereto)
An opinion of counsel with respect to the legality of the above
shares accompanies this notice.
DATED: May 26, 1995
ALEX. BROWN CASH RESERVE
FUND, INC.
By /s/ Brian C. Nelson
Brian C. Nelson
Vice President & Secretary
_______________________
(1) Excludes shares issued upon reinvestment of dividends.
(2) The actual aggregate sales price for which such securities
were sold was $17,765,586,445. The actual aggregate
redemption price of securities redeemed during such period
by the Registrant was $17,926,688,350. No portion of such
aggregate redemption price has been applied by the
Registrant pursuant to Rule 24e-2(a) in a filing made
pursuant to Section 24(e)(1) of the Investment Company Act
of 1940. Pursuant to Rule 24f-2(c), the registration fee
with respect to securities sold is calculated as follows:
($17,765,586,445 - $17,926,688,350) Divided by $2,900 = $0.
No fee is required.
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<TABLE>
EXHIBIT A
to 24f-2 Notice of
Alex. Brown Cash Reserve Fund, Inc.
<CAPTION>
PRIME SERIES:
Prime Flag Prime Institutional Quality Prime
Shares Shares Prime Shares Shares
<S> <C> <C> <C> <C>
SOLD 10,195,279,007 16,905,684 60,472,629 509,661,769
REDEEMED (10,130,712,590) (27,961,864) (72,045,971) (511,596,054)
</TABLE>
<TABLE>
<CAPTION>
TREASURY SERIES:
Institutional
Treasury Shares Treasury Shares
<S> <C> <C>
SOLD 2,727,755,716 854,592,222
REDEEMED (2,818,879,180) (880,234,022)
</TABLE>
<TABLE>
<CAPTION>
TAX-FREE SERIES:
<S> <C>
SOLD 3,571,743,009
REDEEMED (3,485,258,669)
</TABLE>
________________________________________________________________
CALCULATION OF FILING FEE
TOTAL SALES $ 17,936,410,036
LESS NET REDEMPTION
CARRY FORWARD (170,823,591)
-----------------
SALES PURSUANT TO 24f-2 $ 17,765,586,445
LESS TOTAL REDEMPTIONS (17,926,688,350)
-----------------
NET SALES OR (161,101,905)
REDEMPTIONS
Filing fee: $0
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{Letterhead of Morgan, Lewis & Bockius}
May 26, 1995
Alex. Brown Cash Reserve Fund, Inc.
135 East Baltimore Street
Baltimore, Maryland 21202
Re: Rule 24f-2 Notice for
Alex. Brown Cash Reserve Fund, Inc.
(File Nos. 2-72658 and 811-3196)
Gentlemen:
Alex. Brown Cash Reserve Fund, Inc. (the
"Fund") is a corporation organized under the laws of the State of
Maryland with its principal place of business in Baltimore,
Maryland. The Fund is an open-end diversified management
investment company registered with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of
1940. This opinion relates to shares of common stock, par value
$.001 per share, sold by the Fund in reliance upon Rule 24f-2
during its fiscal year ended March 31, 1995, the registration of
which is made definite by the filing of the attached Notice.
We have reviewed all proceedings taken by the
Fund in connection with the offer and sale of the shares of
common stock, par value $.001 per share, which have been offered
under Prospectuses included as part of the Fund's Registration
Statement on Form N-1A, as amended to the date hereof, which has
been filed with the Commission under the Securities Act of 1933
and the 1940 Act (collectively, the "Registration Statement").
We are of the opinion that such shares of
common stock, when sold and issued in return for the payment
described in the Fund's Registration Statement, were legally
issued, fully paid and non-assessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius
cc: Mr. Brian C. Nelson
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