BT ALEX BROWN CASH RESERVE FUND INC
N-30D, 1998-11-17
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QUALITY
CASH RESERVE
PRIME SHARES



SEMI-ANNUAL REPORT

September 30, 1998


<PAGE>


  FUND FEATURES
- --------------------------------------------------------------------------------
o Daily Dividends
  The Fund declares dividends daily and distributes them monthly in the form of
  additional shares.

o Check Redemption Privilege
  After completing an authorization form, you may redeem your shares by writing
  a check (in a minimum amount of $250) on your account. You will continue to
  earn dividends until your check reaches the bank for clearance.

o No Sales Charge and Immediate Liquidity
  You may buy or redeem shares in your account at any time. There is no sales
  charge or penalty imposed by the Fund for the purchase or redemption of
  shares.

o Constant Net Asset Value
  The Fund will attempt to maintain a constant net asset value of $1.00 per
  share and has done so since its inception on May 6, 1991. Although the Fund
  seeks to preserve the value of your investment at $1.00 per share, it is
  possible to lose money by investing in the Fund. An investment in a money
  market fund is neither insured nor guaranteed by the Federal Deposit Insurance
  Corporation or any other government agency.

o Minimum Investment
  The minimum initial investment is $1,500. Subsequent investments may be made
  in an amount of $100 or more.

o Current Yield Information Available
  For current yield information, call (410) 895-5995.

  This report is prepared for the general information of shareholders of Quality
  Cash Reserve Prime Shares. It may be distributed only to current shareholders
  or to persons who have received a current prospectus.


<PAGE>


LETTER TO SHAREHOLDERS
- --------------------------------------------------------------------------------

   We are pleased to report on the progress of your Fund for the six months
ended September 30, 1998.

MARKET ACTIVITY

   Two major forces dominated the money markets during the semi-annual
period--foreign activity and Federal Reserve Board policy. As for the former,
the hangover effects of the Asian financial crises, which began in Korea,
Indonesia, and Thailand, spread to China and Japan. Russia devalued its ruble
and defaulted on its debt payments, despite an International Monetary Fund (IMF)
bailout attempt in August. And focus is now on Brazil, where IMF and World Bank
funding is pending to ward off a potential devaluation. All of this supported a
flight to quality and, in particular, a U.S. Treasury rally.

   As for Federal Reserve Board activity, anticipation of an official move
impacted the markets just as much as the actual policy change that came at the
very end of the six-month period. To be specific, in May, the markets were
watching continued weakness in the Asian markets and Fed intervention on behalf
of the Japanese yen. The consensus was that the robust U.S. economy might
outweigh Asian concerns and force a tightening of monetary policy. This was not
the case. The Fed did not make any adjustments to interest rates at either its
May or July meetings. Still, Chairman Alan Greenspan noted in


                             Historical Yield Chart
              (For the six-month period ended September 30, 1998)

                       Quality Cash Reserve Prime Shares

                               3/31/98      4.66%
                               4/30/98      4.67
                               5/31/98      4.67
                               6/30/98      4.68
                               7/31/98      4.69
                               8/31/98      4.68
                               9/30/98      4.62

                                                                              1

<PAGE>


LETTER TO SHAREHOLDERS (CONTINUED)
- --------------------------------------------------------------------------------

July that the rate of inflation seemed to have stopped falling and that history
would support significant declines in the stock market. Then, based on initial
signs of U.S. economic weakness for the month of August, namely the first
slowdown in employment in a long while, anticipation began to run high that the
Fed would have to ease its official monetary policy at its next meeting. In
fact, the Federal Reserve Board did lower the fed funds rate by 0.25% on
September 29th, bringing it to 5.25%.

   Money markets also benefited over the semi-annual period from volatility in
the equity markets. This volatility led to a rally in the U.S. fixed income
market in general and to strong cash inflows into the money markets in
particular. Investors moved assets from equity funds, both domestic and foreign,
seeking both the greater liquidity and the perceived safety of the money
markets.

   Even with all of these turbulent forces, the money market yield curve
remained flat through mid-September, when an inversion at the short portion of
the curve began. Usually, it takes four to six weeks for a cut in interest rates
by the Federal Reserve Board to fully impact money market yields. However, this
time, yields began to drop even before the September meeting, as the ease in
policy became more evident. As of September 30, the yield spread between 30 day
and 90-day commercial paper had inverted to -0.20%. The only exception to this
trend was in the tax-exempt market, where September 15th is the corporate tax
deadline, and thus short-term yields increased dramatically, as dealers
cheapened inventory to offset usual seasonal corporate selling.

INVESTMENT REVIEW

   We continue to manage the Fund conservatively, maintaining high portfolio
quality, adjusting weighted average maturities in response to market conditions,
and strictly limiting exposure to any particular issue. Evidence of our
insistence on these unusually high investment standards can be found in Standard
& Poor's (S&P) ratings of the portfolio of which Quality Cash Reserve Prime
Shares is a class. The portfolio maintains a "AAAm" rating, the highest that S&P
awards to money market funds. We have always believed that a money fund is not a
place to take chances or to speculate for additional yield.

   Our strategy has continued to be concentrated on finding high quality issues
in which to invest. For most of the semi-annual period, at least 90% of the Fund
was invested in A-1+-rated securities and between 5% and 10% in A1 rated
commercial paper. It is well worth noting that A1 issues had a slight yield
advantage over A1+ issues over the six months. We maintained a weight-


2

<PAGE>


LETTER TO SHAREHOLDERS (CONCLUDED)
- --------------------------------------------------------------------------------

ed average maturity of 45 to 50 days for most of the period. However, we did
extend a bit in early to-mid August with longer-term Agency Discount Notes, in
response to the lack of high quality short-term commercial paper supply in the
market during that time.

LOOKING AHEAD

   Going forward, the U.S. money markets will likely continue to be dominated by
the rate of U.S. economic growth and by the impact on the U.S of global economic
and political events, including those of Russia, Japan, and Brazil. President
Clinton's woes will also likely play a role. But the real focus of the money
markets will be on the Federal Reserve Board's response to all of these factors.
We believe the markets have already discounted at least 1.00% of easing in
monetary policy through a series of incremental 0.25% rate cuts over the next
six to nine months. The concern, as we look ahead, is one of a credit crunch,
precipitated by poor bank earnings and a substantial retraction of available
credit.

   For the near term, though, the economic backdrop remains positive. We have
only begun to see slower, non-recessionary growth. The labor market remains
tight with unemployment at a low 4.6%. Interest rates remain favorable at
historically low levels. There are still no real signs of inflation, and
fiscally, the government is running a surplus for the first time in almost
thirty years, so there is room for Congress to either cut taxes and/or increase
spending.

   Given this backdrop and until both domestic and global events run their
course, we intend to remain reasonably neutral to the benchmarks in terms of
average weighted maturity in the Fund. We will also continue to concentrate the
Fund in very high quality credits and to maintain our conservative investment
strategies and standards for the foreseeable future.

   We continue to believe that the conservative approach we apply to investing
on behalf of the Fund will provide comfort, as well as competitive yields, to
our shareholders.

   As always, we appreciate your continued support.

Sincerely,




/s/ Richard T. Hale
___________________
Richard T. Hale
Chairman


                                                                               3

<PAGE>



PRIME SERIES
- --------------------------------------------------------------------------------
Statement of Net Assets                                       September 30, 1998
(unaudited)
                                  Rating
                              ---------------      Par
                              S&P     Moody's     (000)          Value
- --------------------------------------------------------------------------------

Commercial Paper -- 82.1%(a)

Automotive Finance - 5.7%
  PACCAR Financial Corp.
    5.48%   10/16/98         A - 1+    P - 1     $40,000   $   39,908,667
    5.49%   10/22/98         A - 1+    P - 1      15,000       14,951,962
    5.48%   11/20/98         A - 1+    P - 1      14,000       13,893,444
  Toyota Motor Credit Corp.
    5.50%   10/2/98          A - 1+    P - 1      25,000       24,996,181
    5.48%   10/13/98         A - 1+    P - 1      15,000       14,972,600
    5.45%   10/19/98         A - 1+    P - 1      40,000       39,891,000
    5.25%   10/26/98         A - 1+    P - 1      30,000       29,890,625
    5.45%   11/12/98         A - 1+    P - 1      20,000       19,872,833
                                                           --------------
                                                              198,377,312
                                                           --------------
Beverages - 5.8%
  Anheuser Busch Companies, Inc.
    5.45%   10/9/98          A - 1     P - 1      25,000       24,895,278
  Coca-Cola Co.
    5.45%   10/9/98          A - 1+    P - 1      25,000       24,969,722
    5.47%   11/3/98          A - 1+    P - 1      20,000       19,899,717
    5.35%   11/10/98         A - 1+    P - 1      25,000       24,851,389
    5.27%   12/9/98          A - 1+    P - 1      25,000       24,747,479
  PepsiCo, Inc.
    5.47%   11/30/98         A - 1     P - 1      30,000       29,726,500
    5.40%   12/14/98         A - 1     P - 1      35,000       34,611,500
    5.46%   12/14/98         A - 1     P - 1      20,000       19,775,533
                                                           --------------
                                                              203,477,118
                                                           --------------
Chemicals, General - 3.7%
  E.I. duPont de Nemours and Co.
    5.48%   10/9/98          A - 1+    P - 1      50,000       49,939,111
    5.50%   10/27/98         A - 1+    P - 1      25,000       24,900,694
    5.46%   10/29/98         A - 1+    P - 1      15,000       14,936,300
    5.47%   11/19/98         A - 1+    P - 1      40,000       39,702,189
                                                           --------------
                                                              129,478,294
                                                           --------------
Chemicals, Specialty - 1.6%
  Minnesota Mining & Manufacturing
    5.45%   10/21/98         A - 1+    P - 1      30,000       29,909,167
    5.33%   12/21/98         A - 1+    P - 1      27,000       26,676,203
                                                           --------------
                                                               56,585,370
                                                           --------------
Electrical & Electronics - 4.3%
  Emerson Electric Co.
    5.40%   11/6/98          A - 1+    P - 1       8,165        8,120,909
  General Electric Co.
    5.47%   11/20/98         A - 1+    P - 1      14,906       14,792,756


4

<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------


                                  Rating
                              ---------------      Par
                              S&P     Moody's     (000)          Value
- --------------------------------------------------------------------------------

Commercial Paper (continued)

Electrical & Electronics (concluded)
  Motorola Inc.
    5.32%   10/6/98          A - 1+    P - 1     $15,000   $   14,988,917
    5.46%   10/13/98         A - 1+    P - 1      20,000       19,963,600
    5.48%   10/13/98         A - 1+    P - 1      15,000       14,972,600
    5.13%   12/17/98         A - 1+    P - 1      30,000       29,670,825
    5.45%   12/17/98         A - 1+    P - 1      25,000       24,708,576
    5.10%   12/28/98         A - 1+    P - 1      25,000       24,688,333
                                                           --------------
                                                              151,906,516
                                                           --------------
Electric Utility - 2.6%
  Duke Energy Co.
    5.45%   10/20/98         A - 1     P - 1      25,000       24,928,091
    5.48%   10/20/98         A - 1     P - 1      35,000       34,898,772
    5.48%   11/6/98          A - 1     P - 1      30,000       29,835,600
                                                           --------------
                                                               89,662,463
                                                           --------------
Finance, Commercial - 0.4%
  CIT Group Holdings
    5.48%   10/7/98          A - 1     P - 1      15,000       14,986,300
                                                           --------------

Finance, Consumer - 3.2%
  USAA Capital Corp.
    5.48%    10/1/98         A - 1+    P - 1      30,000       30,000,000
    5.49%   10/16/98         A - 1+    P - 1      35,000       34,919,938
    5.50%   10/23/98         A - 1+    P - 1      22,000       21,926,056
    5.49%   10/30/98         A - 1+    P - 1      25,000       24,889,437
                                                           --------------
                                                              111,735,431
                                                           --------------
Finance, Diversified - 4.2%
  General Electric Capital Corp.
    5.47%   10/5/98          A - 1+    P - 1      25,000       24,984,806
    5.46%   10/26/98         A - 1+    P - 1      25,000       24,904,687
    5.50%   10/26/98         A - 1+    P - 1      10,000        9,961,806
    5.49%   11/17/98         A - 1+    P - 1      25,000       24,820,813
    5.47%   11/20/98         A - 1+    P - 1      20,000       19,848,055
    5.37%   12/18/98         A - 1+    P - 1      20,000       19,767,300
    5.25%   1/22/99          A - 1+    P - 1      25,000       24,588,021
                                                           --------------
                                                              148,875,488
                                                           --------------
Food - 9.1%
  Campbell Soup Co.
    5.35%   10/5/98          A - 1+    P - 1      35,000       34,979,194
    5.48%   10/13/98         A - 1+    P - 1      23,500       23,457,073
    5.48%   11/6/98          A - 1+    P - 1      30,000       29,835,600


                                                                               5

<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Statement of Net Assets (continued)                           September 30, 1998
(unaudited)
                                  Rating
                              ---------------      Par
                              S&P     Moody's     (000)          Value
- --------------------------------------------------------------------------------

Commercial Paper (continued)

Food (concluded)
  H.J. Heinz
    5.48%   10/1/98          A - 1     P - 1     $12,000   $   12,000,000
    5.49%   10/6/98          A - 1     P - 1      34,200       34,173,923
    5.48%   10/19/98         A - 1     P - 1      20,000       19,945,200
    5.40%   11/12/98         A - 1     P - 1      30,000       29,811,000
  Hershey Foods Corp.
    5.51%   10/22/98         A - 1     P - 1      25,000       24,919,646
    5.48%   11/2/98          A - 1     P - 1      15,000       14,926,933
  Kellogg Company
    5.30%   12/3/98          A - 1+    P - 1      20,975       20,780,457
    5.33%   12/10/98         A - 1+    P - 1      25,000       24,740,903
  Sara Lee Corp.
    5.20%   10/28/98         A - 1+    P - 1      50,000       49,805,000
                                                           --------------
                                                              319,374,929
                                                           --------------
Household Products - 3.7%
  Procter & Gamble Co.
    5.48%   10/19/98         A - 1+    P - 1      25,000       24,931,500
    5.49%   10/28/98         A - 1+    P - 1      20,000       19,917,650
            5.45% 12/1/98    A - 1+    P - 1      47,000       46,565,968
    5.45%   1/4/99           A - 1+    P - 1      40,000       39,424,722
                                                           --------------
                                                              130,839,840
                                                           --------------
Insurance, Brokerage - 1.4%
  Marsh & McLennan Companies Inc.
    5.28%   10/20/98         A - 1+    P - 1      20,000       19,944,267
    5.30%   10/20/98         A - 1+    P - 1      10,000        9,972,027
    5.41%   11/5/98          A - 1+    P - 1      20,000       19,894,806
                                                           --------------
                                                               49,811,100
                                                           --------------
Insurance, Property & Casualty - 2.0%
  A.I. Credit Corp.
    5.46%   10/7/98          A - 1+    P - 1      30,000       29,972,700
    5.45%   11/4/98          A - 1+    P - 1      40,000       39,794,111
                                                           --------------
                                                               69,766,811
                                                           --------------
Natural Gas - 2.9%
  Consolidated Natural Gas
    5.49%   10/2/98          A - 1+    P - 1      40,000       39,993,900
    5.49%   10/13/98         A - 1+    P - 1      19,320       19,284,644
    5.49%   10/20/98         A - 1+    P - 1      23,000       22,933,358
    5.20%   11/6/98          A - 1+    P - 1      20,000       19,896,000
                                                           --------------
                                                              102,107,902
                                                           --------------
Integrated Oil - 4.3%
  Amoco Co.
    5.47%   10/27/98         A - 1+    P - 1      50,000       49,802,472
    5.45%   10/28/98         A - 1+    P - 1      25,000       24,897,813
    5.47%   11/17/98         A - 1+    P - 1      25,000       24,821,465


6

<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------


                                  Rating
                              ---------------      Par
                              S&P     Moody's     (000)          Value
- --------------------------------------------------------------------------------

Commercial Paper (continued)

Integrated Oil (concluded)
  Shell Oil Co.
    5.46%   10/29/98         A - 1+    P - 1     $50,000   $   49,787,667
                                                           --------------
                                                              149,309,417
                                                           --------------
Oil Transportation - 2.6%
  Colonial Pipeline Co.
    5.40%   10/13/98         A - 1+    P - 1      15,000       14,973,000
    5.52%   10/27/98         A - 1+    P - 1      15,000       14,940,200
    5.47%   11/6/98          A - 1+    P - 1      12,500       12,431,625
    5.45%   12/4/98          A - 1+    P - 1      10,000        9,903,111
    5.35%   12/9/98          A - 1+    P - 1      17,500       17,320,552
    5.45%   1/22/98          A - 1+    P - 1      10,200       10,025,509
    5.28%   3/8/98           A - 1+    P - 1      12,500       12,210,333
                                                           --------------
                                                               91,804,330
                                                           --------------
Paper Products - 1.7%
  Kimberly-Clark Corp.
    5.50%   10/16/98         A - 1+    P - 1      40,000       39,908,333
    5.32%   12/18/98         A - 1+    P - 1      20,000       19,769,467
                                                           --------------
                                                               59,677,800
                                                           --------------
Pharmaceuticals - 4.5%
  Abbott Laboratories
    5.45%   10/14/98         A - 1+    P - 1      80,000       79,842,556
  Pfizer Inc.
    5.43%   10/9/98          A - 1+    P - 1      20,000       19,975,867
  Warner-Lambert Co.
    5.13%   03/11/99         A - 1+    P - 1      30,000       29,311,725
    5.15%   03/22/99         A - 1+    P - 1      30,000       29,261,833
                                                           --------------
                                                              158,391,981
                                                           --------------
Publishing - 1.2%
  Gannett Co., Inc.
    5.45%   10/9/98          A - 1+    P - 1      27,300       27,266,937
  McGraw-Hill, Inc.
    5.48%   11/9/98          A - 1     P - 1      13,965       13,882,094
                                                           --------------
                                                               41,149,031
                                                           --------------
Structured Finance - 9.4% CIESCO, L.P.
    5.50%   10/21/98         A - 1+    P - 1      50,000       49,847,222
    5.49%   10/23/98         A - 1+    P - 1      20,000       19,932,900
    5.50%   10/23/98         A - 1+    P - 1      30,000       29,899,167
    5.50%   11/13/98         A - 1+    P - 1      15,000       14,901,459


                                                                              7

<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Statement of Net Assets (continued)                           September 30, 1998
(unaudited)
                                  Rating
                              ---------------      Par
                              S&P     Moody's     (000)          Value
- --------------------------------------------------------------------------------

Commercial Paper (concluded)

Structured Finance (concluded)
  Corporate Receivables Corp.
    5.50%   10/7/98          A - 1     P - 1     $25,000   $   24,977,083
    5.49%   10/23/98         A - 1     P - 1      25,000       24,916,125
    5.49%   11/6/98          A - 1     P - 1      15,000       14,917,650
    5.26%   11/13/98         A - 1     P - 1      15,000       14,905,758
    5.46%   11/23/98         A - 1     P - 1      15,000       14,879,425
    5.28%   12/3/98          A - 1     P - 1      20,000       19,815,200
    5.36%   12/4/98          A - 1     P - 1      25,000       24,761,778
  Corporate Asset Fund Co., Inc.
    5.50%   11/3/98          A - 1+    P - 1      40,000       39,798,333
    5.45%   11/18/98         A - 1+    P - 1      35,000       34,745,666
                                                           --------------
                                                              328,297,766
                                                           --------------
Telephone - 7.8%
  Ameritech Capital Funding Corp.
    5.48%   10/13/98         A - 1+    P - 1      57,700       57,594,601
    5.44%   11/9/98          A - 1+    P - 1      20,000       19,882,133
    5.44%   11/10/98         A - 1+    P - 1      30,000       29,818,667
  Ameritech Corp.
    5.25% 10/22/98           A - 1+    P - 1      15,000       14,954,063
  BellSouth Telecommunications, Inc.
    5.44%   10/27/98         A - 1+    P - 1      36,000       35,858,560
    5.48%   10/27/98         A - 1+    P - 1      36,000       35,857,520
  SBC Communications Inc.
    5.46%   10/15/98         A - 1+    P - 1      50,000       49,893,833
    5.46%   10/22/98         A - 1+    P - 1      15,000       14,952,225
    5.38%   11/17/98         A - 1+    P - 1      15,000       14,894,642
                                                           --------------
                                                              273,706,244
                                                           --------------
  Total Commercial Paper                                    2,879,321,443
                                                           --------------


 Variable Rate Notes -- 3.6%

  Associates Corp Master Note
    5.497%(b) 12/1/98        A - 1+    P - 1      75,000       75,000,000
  Coca-Cola Co. Master Note
    5.122%(b) 3/8/99         A - 1+    P - 1      50,000       50,000,000
                                                           --------------
  Total Variable Rate Notes                                   125,000,000
                                                           --------------


8

<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------


                                  Rating
                              ---------------      Par
                              S&P     Moody's     (000)          Value
- --------------------------------------------------------------------------------

Federal Home Loan Bank -- 4.1%

  FHLB
    5.34%   1/20/99          AAA       --       $ 41,656   $   40,970,134
    5.13%   2/5/99           AAA       --         25,000       24,547,563
    5.10%   2/25/99          AAA       --         19,120       18,721,826
    5.09%   3/5/99           AAA       --         15,000       14,671,271
    5.70%   7/7/99           AAA       --         15,000       15,000,000
    5.53%   7/27/99          AAA       --         10,425       10,420,681
    5.15%   9/30/99          AAA       --         20,000       20,000,000
                                                           --------------
  Total Federal Home Loan Bank                                144,331,475
                                                           --------------


Federal National Mortgage Association -- 4.0%

  FNMA
  Note
    5.59%   11/18/98         --        P - 1      20,000       20,000,000
    5.56%   12/15/98         --        P - 1      25,000       25,000,000
    5.58%   1/15/99          --        P - 1      35,000       35,000,000
    5.50%   2/12/98          --        P - 1      25,000       25,000,000
    4.92%   6/18/99          --        P - 1      20,000       19,289,333
    5.70%   7/22/99          --        P - 1      15,000       15,000,000
                                                           --------------
  Total Federal National Mortgage Association                 139,289,333
                                                           --------------


 Repurchase Agreements -- 6.4%(c)

  Goldman, Sachs & Co.
    5.41%(d) 10/1/98         --        --        124,500      124,500,000
  Morgan Stanley & Co.
    5.35%(e) 10/1/98         --        --        100,000      100,000,000
                                                           --------------
  Total Repurchase Agreements                                 224,500,000
                                                           --------------


TOTAL INVESTMENTS - 100.1%                                 $3,512,442,251(f)
LIABILITIES IN EXCESS OF OTHER ASSETS, NET - (0.1%)            (4,574,391)
                                                           --------------
NET ASSETS - 100.0%                                        $3,507,867,860
                                                           ==============


                                                                               9

<PAGE>



PRIME SERIES
- --------------------------------------------------------------------------------
Statement of Net Assets (concluded)                           September 30, 1998
(unaudited)


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

Net Asset Value, Offering and Redemption Price Per:
  Prime Share
    ($2,969,412,285 / 2,969,404,538 shares outstanding)           $1.00
                                                                  =====
  Flag Investors Class A Share
    ($10,559,517 / 10,559,257 shares outstanding)                 $1.00
                                                                  =====
  Flag Investors Class B Share
    ($3,034,323 / 3,034,300 shares outstanding)                   $1.00
                                                                  =====
  Institutional Prime Share
    ($271,858,350 / 271,858,147 shares outstanding)               $1.00
                                                                  =====
  Quality Cash Reserve Prime Share
    ($253,003,385 / 253,002,758 shares outstanding)               $1.00
                                                                  =====


- ---------------
(a) Most commercial paper is traded on a discount basis. In such cases, the
    interest rate shown represents the rate of discount paid or received at time
    of purchase by the Fund.
(b) Master note is payable upon demand by the Fund upon no more than five days'
    notice. Interest rates on master notes are redetermined weekly. Rates shown
    are the rates in effect on September 30, 1998.
(c) Collateral on repurchase agreements is taken into possession by the Fund
    upon entering into the repurchase agreement. The collateral is marked to
    market daily to insure market value is at least 102 percent of the resale
    price of the repurchase agreement.
(d) Dated 9/30/98 to be repurchased on 10/1/98, collateralized by U.S. Treasury
    Notes with a market value of $126,990,955.
(e) Dated 9/30/98 to be repurchased on 10/1/98, collateralized by U.S. Treasury
    Notes with a market value of $102,015,570.
(f) Aggregate cost for financial reporting and federal tax purposes.


MOODY'S RATINGS:
  Aaa   Bonds that are judged to be of the best quality.
  P-1   Commercial paper bearing this designation is of the best quality.

S&P RATINGS:
  AAA   Obligations that are of the highest quality.
  A-1   Commercial paper that has a strong degree of safety regarding timely
        payment. Those issues determined to possess very strong safety
        characteristics are denoted with a plus (+) sign.


        A detailed description of the above ratings can be found in the
                  Fund's Statement of Additional Information.


                       See Notes to Financial Statements.


10

<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Statement of Operations (Unaudited)
For the six months ended September 30, 1998


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

Investment Income:
  Interest income                                          $100,392,874
                                                           ------------
Expenses:
  Investment Advisory fees                                    4,689,772
  Distribution fee                                            4,522,362
  Transfer agent fees                                           967,363
  Custodian fees                                                151,890
  Directors' fees                                                68,625
  Registration fees                                             166,556
  Miscellaneous                                                 405,503
                                                           ------------
        Total expenses                                       10,972,071
      Less: Fees waived                                         (73,840)
                                                           ------------
          Net expenses                                       10,898,231
                                                           ------------
Net investment income                                        89,494,643
Net realized loss from security transactions                       (867)
                                                           ------------
Net increase in net assets resulting from operations       $ 89,493,776
                                                           ============


                       See Notes to Financial Statements.


                                                                             11

<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Statements of Changes in Net Assets                           September 30, 1998



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

                                                For the Six           For the
                                                Months Ended        Year Ended
                                                September 30,        March 31,
                                                -------------       -----------
                                                    1998*              1998

Increase/(Decrease) in Net Assets
Operations:
  Net investment income                        $   89,494,643    $  162,086,913
  Net realized loss on sales of
    investments                                          (867)               --
                                               --------------    --------------
  Net increase in net assets resulting
    from operations                                89,493,776       162,086,913
                                               --------------    --------------

Distributions to Shareholders From:
  Net investment income:
    BT Alex. Brown Cash Reserve Prime Shares      (75,031,665)     (138,011,807)
    BT Alex. Brown Cash Reserve Prime
      Institutional Shares                         (8,687,715)      (13,656,968)
    Flag Investors Class A Shares                    (174,241)         (341,197)
    Flag Investors Class B Shares                     (19,890)          (12,545)
    Quality Cash Reserve Prime Shares              (5,581,109)      (10,064,396)
                                               --------------    --------------
    Total distributions                           (89,494,620)     (162,086,913)

Capital Shares Transactions, net                 (209,540,396)      849,945,486
                                               --------------    --------------
  Total increase/(decrease) in net assets        (209,541,240)      849,945,486
Net Assets:

  Beginning of period                           3,717,409,100     2,867,463,614
                                               --------------    --------------
  End of period                                $3,507,867,860    $3,717,409,100
                                               ==============    ==============

- -------------
* Unaudited.


                       See Notes to Financial Statements.


12

<PAGE>



                      This page intentionally left blank.


<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Financial Highlights
(For shares outstanding throughout each period)

PRIME SHARES
- --------------------------------------------------------------------------------
                                               For the               For the
                                           Six Months Ended         Year ended
                                             September 30,           March 31,
                                           ----------------         ----------
                                                1998(+)                1998

Per Share Operating Performance:
  Net asset value at beginning of period    $         1.00       $         1.00
                                            --------------       --------------
Income from Investment Operations:
  Net investment income                             0.0249               0.0494
Less Distributions:
  Dividends from net investment income             (0.0249)             (0.0494)
                                            --------------       --------------
  Net asset value at end of period          $         1.00       $         1.00
                                            ==============       ==============
Total Return:
  Based on net asset value per share                  2.51%                5.05%
Ratios to Average Daily Net Assets:
  Expenses                                            0.61%(1)             0.67%
  Net investment income                               4.95%(1)             4.94%
Supplemental Data:
  Net assets at end of period               $2,969,412,285       $3,164,537,551
  Number of shares outstanding at
    end of period                            2,969,404,538        3,164,529,071

- -------
(+) Unaudited.
(1) Annualized.



14

<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------



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

<TABLE>
<CAPTION>
                                                                  For the Years ended March 31,
                                            ---------------------------------------------------------------------
                                                  1997               1996               1995             1994
<S><C>
Per Share Operating Performance:
  Net asset value at beginning of period    $         1.00     $         1.00     $         1.00   $         1.00
                                            --------------     --------------     --------------   --------------
Income from Investment Operations:
  Net investment income                             0.0478             0.0524             0.0442           0.0262
Less Distributions:
  Dividends from net investment income             (0.0478)           (0.0524)           (0.0442)         (0.0262)
                                            --------------     --------------     --------------   --------------
  Net asset value at end of period          $         1.00     $         1.00     $         1.00   $         1.00
                                            ==============     ==============     ==============   ==============
Total Return:
  Based on net asset value per share                  4.88%              5.36%              4.51%            2.65%
Ratios to Average Daily Net Assets:
  Expenses                                            0.63%              0.60%              0.61%            0.62%
  Net investment income                               4.78%              5.21%              4.46%            2.62%
Supplemental Data:
  Net assets at end of period               $2,545,532,365     $2,386,681,216     $1,472,079,739   $1,350,334,979
  Number of shares outstanding at
    end of period                            2,545,523,885      2,386,684,392      1,472,077,488    1,350,332,916
</TABLE>


                        See Notes to Financial Statements.

                                                                          15


<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Financial Highlights
(For shares outstanding throughout each period)

FLAG INVESTORS CASH RESERVE PRIME SHARES--CLASS A
- --------------------------------------------------------------------------------
                                              For the              For the
                                          Six Months Ended       Year ended
                                            September 30,         March 31,
                                               1998(+)              1998
                                          ----------------       ----------

Per Share Operating Performance:
  Net asset value at beginning of period    $      1.00          $     1.00
                                            -----------          ----------
Income from Investment Operations:
  Net investment income                          0.0249              0.0494
Less Distributions:
  Dividends from net investment income          (0.0249)            (0.0494)
                                            -----------          ----------
  Net asset value at end of period          $      1.00          $     1.00
                                            ===========          ==========

Total Return:
  Based on net asset value per share               2.51%               5.05%
Ratios to Average Daily Net Assets:
  Expenses                                         0.61%(1)            0.67%
  Net investment income                            4.97%(1)            4.94%
Supplemental Data:
  Net assets at end of period               $10,559,517          $7,736,785
  Number of shares outstanding at
    end of period                            10,559,257           7,736,522

- ---------
(+) Unaudited.
(1) Annualized.


16


<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------


FLAG INVESTORS CASH RESERVE PRIME SHARES -- CLASS A (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           For the Years ended March 31,
                                            ----------------------------------------------------------
                                               1997            1996            1995            1994
<S><C>
Per Share Operating Performance:
  Net asset value at beginning of period    $     1.00      $     1.00      $     1.00     $      1.00
                                            ----------      ----------      ----------     -----------
Income from Investment Operations:
  Net investment income                         0.0478          0.0524          0.0442          0.0262
Less Distributions:
  Dividends from net investment income         (0.0478)        (0.0524)        (0.0442)        (0.0262)
                                            ----------      ----------      ----------     -----------
  Net asset value at end of period          $     1.00      $     1.00      $     1.00     $      1.00
                                            ==========      ==========      ==========     ===========

Total Return:
  Based on net asset value per share              4.88%           5.36%           4.51%           2.65%
Ratios to Average Daily Net Assets:
  Expenses                                        0.63%           0.60%           0.61%           0.62%
  Net investment income                           4.78%           5.25%           4.26%           2.62%
Supplemental Data:
  Net assets at end of period               $6,521,574      $5,976,831      $7,726,696     $18,116,648
  Number of shares outstanding at
    end of period                            6,521,310       5,976,824       7,726,698      18,116,633
</TABLE>

                        See Notes to Financial Statements.



                                                                            17


<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Financial Highlights
(For a share outstanding throughout each period)

FLAG INVESTORS CASH RESERVE PRIME SHARES--CLASS B
- --------------------------------------------------------------------------------

                                                   For the
                                               Six Months Ended
                                                 September 30,
                                               ----------------
                                                    1998(+)
Per Share Operating Performance:
  Net asset value at beginning of period           $     1.00
                                                   ----------
Income from Investment Operations:
  Net investment income                                0.0212
Less Distributions:
  Dividends from net investment income                (0.0212)
                                                   ----------
  Net asset value at end of period                 $     1.00
                                                   ==========
Total Return:
  Based on net asset value per share                     2.14%
Ratios to Average Daily Net Assets:
  Expenses                                               1.36%(2)
  Net investment income                                  4.29%(2)
Supplemental Data:
  Net assets at end of period                      $3,034,323
  Number of shares outstanding at end of period     3,034,300


- --------
(+) Unaudited.
(1) Commencement of operations.
(2) Annualized.


18


<PAGE>



PRIME SERIES
- --------------------------------------------------------------------------------


FLAG INVESTORS CASH RESERVE PRIME SHARES--CLASS B (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                              For the Period
                                                                                         April 3, 1995(1) through
                                                    For the Years Ended March 31,                 March 31,
                                                    -------------------------------------------------------------
                                                      1998                1997                      1996
<S><C>
Per Share Operating Performance:
  Net asset value at beginning of period            $   1.00            $   1.00                  $   1.00
                                                    --------            --------                  --------
Income from Investment Operations:
  Net investment income                               0.0418              0.0414                    0.0361
Less Distributions:
  Dividends from net investment income               (0.0418)            (0.0414)                  (0.0361)
                                                    --------            --------                  --------
  Net asset value at end of period                  $   1.00            $   1.00                  $   1.00
                                                    ========            ========                  ========
Total Return:
  Based on net asset value per share                    4.27%               4.22%                     3.69%
Ratios to Average Daily Net Assets:
  Expenses                                              1.42%               1.38%                     1.38%(2)
  Net investment income                                 4.18%               4.14%                     4.30%(2)
Supplemental Data:
  Net assets at end of period                       $184,382            $227,098                  $ 10,200
  Number of shares outstanding at end of period      184,382             227,098                    10,200
</TABLE>

                       See Notes to Financial Statements.


                                                                              19


<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Financial Highlights
(For a share outstanding throughout each period)

PRIME INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

                                              For the            For the
                                         Six Months Ended       Year ended
                                           September 30,         March 31,
                                         ----------------       ----------
                                              1998(+)              1998
Per Share Operating Performance:
  Net asset value at beginning of period  $       1.00         $       1.00
                                          ------------         ------------
Income from Investment Operations:
  Net investment income                         0.0261               0.0519
Less Distributions:
  Dividends from net investment
    income                                     (0.0261)             (0.0519)
                                          ------------         ------------
  Net asset value at end of period        $       1.00         $       1.00
                                          ============         ============
Total Return:
  Based on net asset value per share              2.64%                5.31%
Ratios to Average Daily Net Assets:
  Expenses                                        0.36%(1)             0.42%
  Net investment income                           5.20%(1)             5.22%
Supplemental Data:
  Net assets at end of period             $271,858,350         $317,971,693
  Number of shares outstanding at
    end of period                          271,858,147          317,971,413

- --------
(+) Unaudited.
(1) Annualized.



20


<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------


PRIME INSTITUTIONAL SHARES (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          For the Years Ended March 31,
                                          -----------------------------------------------------------
                                              1997           1996            1995            1994
<S><C>
Per Share Operating Performance:
  Net asset value at beginning of period  $       1.00    $      1.00     $      1.00     $      1.00
                                          ------------    -----------     -----------     -----------
Income from Investment Operations:
  Net investment income                         0.0503         0.0548          0.0472          0.0294
Less Distributions:
  Dividends from net investment
    income                                     (0.0503)       (0.0548)        (0.0472)        (0.0294)
                                          ------------    -----------     -----------     -----------
  Net asset value at end of period        $       1.00    $      1.00     $      1.00     $      1.00
                                          ============    ===========     ===========     ===========
Total Return:
  Based on net asset value per share              5.15%          5.62%           4.82%           2.98%
Ratios to Average Daily Net Assets:
  Expenses                                        0.38%          0.35%           0.36%           0.30%
  Net investment income                           5.04%          5.32%           4.57%           2.94%
Supplemental Data:
  Net assets at end of period             $117,812,047    $53,699,315     $11,904,716     $23,437,449
  Number of shares outstanding at
    end of period                          117,811,768     53,699,535      11,904,663      23,437,512
</TABLE>

                        See Notes to Financial Statements.

                                                                        21

<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Financial Highlights
(For a share outstanding throughout each period)

QUALITY CASH RESERVE PRIME SHARES
- --------------------------------------------------------------------------------

                                              For the             For the
                                          Six Months Ended       Year ended
                                            September 30,         March 31,
                                          ----------------       ----------
                                               1998(+)              1998
Per Share Operating Performance:
  Net asset value at beginning of period    $       1.00        $       1.00
                                            ------------        ------------
Income from Investment Operations:
  Net investment income                           0.0234              0.0465
Less Distributions:
  Dividends from net investment
    income                                       (0.0234)            (0.0465)
                                            ------------        ------------
  Net asset value at end of period          $       1.00        $       1.00
                                            ============        ============
Total Return:
  Based on net asset value per share                2.36%               4.75%
Ratios to Average Daily Net Assets:
  Expenses                                          0.90%(1,3)          0.96%(1)
  Net investment income                             4.67%(2,3)          4.66%(2)
Supplemental Data:
  Net assets at end of period               $253,003,385        $226,978,689
  Number of shares outstanding at
    end of period                            253,002,758         226,978,007


- --------
(+) Unaudited.
(1) Ratios of expenses to average net assets prior to partial fee waivers was
    0.96%, 1.02%, 0.98% and 0.95% for the six months ended September 30, 1998
    and the years ended March 31, 1998, 1997 and 1996, respectively.
(2) Ratios of net investment income to average net assets prior to partial fee
    waivers was 4.73%, 4.60%, 4.43% and 4.86% for the six months ended September
    30, 1998 and the years ended March 31, 1998, 1997 and 1996, respectively.
(3) Annualized.


22


<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------


QUALITY CASH RESERVE PRIME SHARES (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  For the Years Ended March 31,
                                            -------------------------------------------------------------------
                                                1997                1996               1995            1994
<S><C>
Per Share Operating Performance:
  Net asset value at beginning of period    $       1.00        $       1.00        $      1.00     $      1.00
                                            ------------        ------------        -----------     -----------
Income from Investment Operations:
  Net investment income                           0.0449              0.0493             0.0402          0.0218
Less Distributions:
  Dividends from net investment
    income                                       (0.0449)            (0.0493)           (0.0402)        (0.0218)
                                            ------------        ------------        -----------     -----------
  Net asset value at end of period          $       1.00        $       1.00        $      1.00     $      1.00
                                            ============        ============        ===========     ===========
Total Return:
  Based on net asset value per share                4.59%               5.04%              4.09%           2.20%
Ratios to Average Daily Net Assets:
  Expenses                                          0.91%(1)            0.90%(1)           0.96%           1.06%
  Net investment income                             4.50%(2)            4.91%(2)           4.04%           2.18%
Supplemental Data:
  Net assets at end of period               $197,370,530        $156,412,213        $94,592,158     $92,678,440
  Number of shares outstanding at
    end of period                            197,369,848         156,412,393         94,591,979      92,678,268
</TABLE>


                       See Notes to Financial Statements.


                                                                        23


<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Notes to Financial Statements

NOTE 1--Significant Accounting Policies
   BT Alex. Brown Cash Reserve Fund, Inc. ("the Fund") commenced operations
August 11, 1981. The Fund is registered under the Investment Company Act of
1940, as amended, as a diversified, open-end Investment Management Company. Its
objective is to seek as high a level of current income as is consistent with
preservation of capital and liquidity.
   The Fund consists of three portfolios: the Prime Series, the Treasury Series
and the Tax-Free Series. The Prime Series consists of five classes: BT Alex.
Brown Cash Reserve Prime Shares ("Prime Shares"), Flag Investors Cash Reserve
Prime Shares Class A ("Flag Investors Class A Shares"), Flag Investors Cash
Reserve Prime Shares Class B ("Flag Investors Class B Shares"), Quality Cash
Reserve Prime Shares ("Quality Cash Shares") and BT Alex. Brown Cash Reserve
Prime Institutional Shares ("Prime Institutional Shares"). The Treasury Series
consists of two classes: BT Alex. Brown Cash Reserve Treasury Shares ("Treasury
Shares") and BT Alex. Brown Cash Reserve Treasury Institutional Shares
("Treasury Institutional Shares"). The Tax-Free Series consists of two classes:
BT Alex. Brown Cash Reserve Tax-Free Shares ("Tax-Free Shares") and BT Alex.
Brown Cash Reserve Tax Free Institutional Shares ("Tax Free Institutional
Shares"). Shareholders can vote only on issues that affect the share classes
they own.
   When preparing the Fund's financial statements, management makes estimates
and assumptions to comply with generally accepted accounting principles. These
estimates affect 1) the assets and liabilities that we report at the date of the
financial statements; 2) the contingent assets and liabilities that we disclose
at the date of the financial statements; and 3) the revenues and expenses that
we report for the period. Our estimates could be different from the actual
results. The Fund's significant accounting policies are:
   A. Security Valuation--Each portfolio has a weighted average maturity of 90
      days or less. The Fund values portfolio securities on the basis of
      amortized cost, which is in accordance with Rule 2a-7 of the Investment
      Company Act of 1940 and, which approximates market value. Using this
      method, the Fund values a security at its cost. The Fund then assumes a
      constant amortization to maturity of any discount or premium.
   B. Repurchase Agreements--The Prime Series may enter into tri-party
      repurchase agreements with broker-dealers and domestic banks. A repurchase
      agreement is a short-term investment in which the Fund buys a debt
      security that the broker agrees to repurchase at a set time and price. The
      third party, which is the broker's custodial bank, holds the collateral in
      a separate account until the repurchase agreement matures. The agreement
      ensures that the collateral's market value, including any accrued
      interest, is sufficient if the broker defaults. The Fund's access to the
      collateral may be delayed or limited if the broker defaults and the value
      of the collateral declines or if the broker enters into an insolvency
      proceeding.


24


<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Notes to Financial Statements (continued)

NOTE 1--concluded
   C. Federal Income Taxes--The Fund is organized as a regulated investment
      company. As long as it maintains this status and distributes to its
      shareholders substantially all of its taxable net investment income and
      net realized capital gains, it will be exempt from most, if not all,
      federal income and excise taxes. As a result, the Fund has made no
      provisions for federal income taxes. Each portfolio is treated as a
      separate entity for federal income tax purposes.
         The Fund determines its distributions according to income tax
      regulations, which may be different from generally accepted accounting
      principles. As a result, the Fund occasionally makes reclassifications
      within its capital accounts to reflect income and gains that are available
      for distribution under income tax regulations.
   D. Security Transactions, Investment Income and Distributions--The Fund uses
      the trade date to account for security transactions and the specific
      identification method for financial reporting and income tax purposes to
      determine the gain or loss on of investments sold or redeemed. Interest
      income is recorded on an accrual basis and includes the pro rata
      amortization of premiums and accretion of discounts when appropriate.
      Dividends to shareholders are declared daily. Dividend distributions or
      reinvestments are made monthly.
   E. Expenses--Operating expenses for each share class are recorded on an
      accrual basis, and are charged to that classes' operations. If a Fund
      expense cannot be directly attributed to a share class, the expense is
      prorated among the classes that the expense affects and is based on the
      classes' relative net assets.

NOTE 2--Investment Advisory Fees, Transactions with Affiliates and Other Fees
   Investment Company Capital Corp. ("ICC"), a subsidiary of Bankers Trust
Corporation, is the investment advisor for all series. Under the terms of the
investment advisory agreement, the Fund pays ICC a fee. This fee is calculated
daily and paid monthly, at the following annual rates based upon the Fund's
aggregate average daily net assets: .30% of the first $500 million, .26% of the
next $500 million, .25% of the next $500 million, .24% of the next $1 billion,
 .23% of the next $1 billion and .22% of the amount over $3.5 billion. The Prime
Series pays an additional fee that is calculated daily and paid monthly at the
annual rate of .02% of its average daily net assets. The Tax-Free Series also
pays an additional fee that is calculated daily and paid monthly at the annual
rate of .03% of its average daily net assets.
   As compensation for its accounting services, the Prime Series, Treasury
Series and Tax-Free Series pay ICC an annual fee that is calculated daily and
paid monthly from the three series' average daily net assets. The Prime Series
paid $83,250, the Treasury Series paid $66,565 and the Tax-Free Series paid
$68,300 for accounting services for the six-month period ended September 30,
1998.

                                                                        25


<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Notes to Financial Statements (continued)

NOTE 2--continued
   As compensation for its transfer agent services, the three series pay ICC a
per account fee that is calculated and paid monthly. The Prime Series paid
$967,364, the Treasury Series paid $967,364 and the Tax-Free Series paid
$137,872 to ICC for transfer agent services for the six-month period ended
September 30, 1998.
   As compensation for providing distribution services, the Prime Shares, Flag
Investors Class A Shares, Treasury Shares and the Tax-Free Shares pay ICC
Distributors, Inc. ("ICC Distributors"), which is not related to ICC, an annual
fee equal to 0.25% of these classes' average daily net assets. For the six-month
period ended September 30, 1998, Distribution fees aggregated $3,791,146,
$8,756, $951,645 and $1,040,771 for distribution services for the Prime Shares,
Flag Investors Class A Shares, Treasury Shares and Tax-Free Shares,
respectively. The Quality Cash Shares and Flag Investors Class B Shares also pay
ICC Distributors an annual fee for distribution services. This fee is equal to
 .60% of the Quality Cash Shares' aggregate average daily net assets or $714,833
for the six-month period ended September 30, 1998 and 1.00% (includes .25%
Shareholder Servicing Fee) of the Flag Investors Class B Shares' aggregate
average daily net assets or $4,623.
   ICC and ICC Distributors may voluntarily waive a portion of their advisory or
distribution fees for the Prime, Treasury and Tax-Free Series to preserve or
enhance each series' performance. These voluntary waivers and reimbursements are
not contractual and could change. Any reimbursements by ICC, or ICC Distributors
are limited to the fees they actually receive for the fiscal year. ICC did not
waive any advisory fees for the six-month period ended September 30, 1998. ICC
Distributors voluntarily waived distribution fees of $73,840 for the Quality
Cash Shares for the period April 1, 1998 to September 30, 1998.
   The Fund's complex offers a retirement plan for eligible Directors. The
actuarially computed pension expense allocated to the Fund for the six-month
period ended September 30, 1998 was $52,521 for the Prime Series, $16,503 for
the Treasury Series and $7,723 for the Tax-Free Series. The accrued liability at
September 30, 1998 was $244,732 for the Prime Series, $85,833 for the Treasury
Series and $85,502 for the Tax-Free Series.


26


<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Notes to Financial Statements (continued)

NOTE 3--Capital Stock and Share Information
   The Fund is authorized to issue up to 9 billion shares of $.001 par value
capital stock (5.4 billion Prime Series, 1.5 billion Treasury Series, 1.75
billion Tax-Free Series and 350 million undesignated). Transactions in shares of
the Fund were as follows:
                                             For the Six-         For the
                                         Month Period Ended     Year Ended
                                       September 30, 1998(+)  March 31, 1998
                                       ---------------------  --------------
Prime Series:
  Sold:
    Prime Shares                           9,692,379,684      23,206,115,785
    Flag Investors Class A Shares             11,362,186           6,559,775
    Flag Investors Class B Shares              4,038,974             336,592
    Institutional Prime Shares             2,616,513,753       4,625,290,052
    Quality Cash Shares                      583,725,208       1,179,123,143
  Issued as reinvestment of dividends:
    Prime Shares                              71,276,743         129,425,606
    Flag Investors Class A Shares                129,231             326,541
    Flag Investors Class B Shares                  7,285               8,133
    Institutional Prime Shares                 5,801,434           9,131,786
    Quality Cash Shares                        5,400,010           9,723,053
  Redeemed:
    Prime Shares                          (9,958,780,959)    (22,716,536,205)
    Flag Investors Class A Shares             (8,668,682)         (5,671,105)
    Flag Investors Class B Shares             (1,196,341)           (387,440)
    Institutional Prime Shares            (2,668,428,453)     (4,434,262,192)
    Quality Cash Shares                     (563,100,467)     (1,159,238,038)
                                         ---------------    ----------------
      Net increase/(decrease)               (209,540,396)        849,945,486
                                         ===============    ================

- -------
(+) Unaudited.


                                                                        27


<PAGE>


PRIME SERIES
- --------------------------------------------------------------------------------
Notes to Financial Statements (concluded)

NOTE 3--concluded

                                             For the Six-         For the
                                         Month Period Ended     Year Ended
                                       September 30, 1998(+)  March 31, 1998
                                       ---------------------  --------------
Treasury Series:
  Sold:
    Treasury Shares                        2,405,994,062       3,641,511,991
    Institutional Treasury Shares            527,086,840         590,751,899
  Issued as reinvestment of dividends:
    Treasury Shares                           16,718,399          30,209,607
    Institutional Treasury Shares              1,253,846           2,007,274
  Redeemed:
    Treasury Shares                       (2,430,775,799)     (3,551,758,854)
    Institutional Treasury Shares           (535,964,474)       (555,189,594)
                                         ---------------    ----------------
      Net increase/(decrease)                (15,687,126)        157,532,323
                                         ===============    ================

Tax-Free Series:
  Sold:
    Tax Free Shares                        2,515,481,813       5,853,542,023
    Institutional Tax Free Shares            545,755,106         730,445,736
  Issued as reinvestment of dividends:
    Tax Free Shares                           11,821,502          20,778,337
    Institutional Tax Free Shares                602,124             276,010
  Redeemed:
    Tax Free Shares                       (2,580,599,597)     (5,680,345,603)
    Institutional Tax Free Shares           (526,964,577)       (654,038,858)
                                         ---------------    ----------------
      Net increase/(decrease)                (33,903,629)        270,657,645
                                         ===============    ================

- --------
(+) Unaudited.


NOTE 4--Net Assets

<TABLE>
<CAPTION>
                                                 Prime          Treasury       Tax-Free
                                                 Series          Series         Series
                                             --------------   ------------   ------------
<S><C>
Paid-in capital                              $3,507,861,737   $881,431,740   $883,964,047
Undistributed net investment income                   8,510             --             --
Undistributed net realized gain/(loss) on
  sales of investments                               (2,387)       151,617        (46,726)
                                             --------------   ------------   ------------
                                             $3,507,867,860   $881,583,357   $883,917,321
                                             ==============   ============   ============
</TABLE>


28


<PAGE>


Board of Directors
- --------------------------------------------------------------------------------

              RICHARD T. HALE                    EUGENE J. McDONALD
                  Chairman                            Director

              JAMES J. CUNNANE                    REBECCA W. RIMEL
                  Director                            Director

                JOE HARDIMAN                      TRUMAN T. SEMANS
                  Director                            Director

               LOUIS E. LEVY                     CARL W. VOGT, Esq.
                  Director                            Director



Officers
- --------------------------------------------------------------------------------

                 HARRY WOOLF                         AMY M. OLMERT
                  President                            Secretary

              JOSEPH A. FINELLI                     SCOTT J. LIOTTA
                  Treasurer                       Assistant Secretary

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


                  Distributor                        Transfer Agent
             ICC DISTRIBUTORS, INC.         INVESTMENT COMPANY CAPITAL CORP.
                 P.O. Box 7558                      One South Street
               Portland, ME 04101                 Baltimore, MD 21202
                 (207) 879-6200                      (800) 553-8080

               Investment Advisor                       Auditors
        INVESTMENT COMPANY CAPITAL CORP.       PRICEWATERHOUSECOOPERS LLP
                One South Street                 250 West Pratt Street
              Baltimore, MD 21202                  Baltimore, MD21201

                   Custodian
             BANKERS TRUST COMPANY
               130 Liberty Street
               New York, NY 10006


<PAGE>


QUALITY CASH RESERVE PRIME SHARES                               ---------------
P.O. Box 1346                                                      Bulk Rate
Baltimore, MD 21203                                               U.S. Postage
                                                                      PAID
                                                                Farmingdale, NY
                                                                 Permit No. 225
                                                                ---------------




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