Registration No. 2-79722
File No. 811-3578
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933[ X ]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 17 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [ ]
Amendment No. __ [ ]
PRIME CASH FUND
(Exact Name of Registrant as Specified in Charter)
380 Madison Avenue, Suite 2300
New York, New York 10017
(Address of Principal Executive Offices)
(212) 697-6666
(Registrant's Telephone Number)
EDWARD M.W. HINES
551 Fifth Avenue, 27th Floor
New York, New York 10176
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box):
___
[_X_] immediately upon filing pursuant to paragraph (b)
___
[___] on (date) pursuant to paragraph (b)
___
[___] 60 days after filing pursuant to paragraph (a)
___
[___] on (date) pursuant to paragraph (a) of Rule 485.
<PAGE>
PRIME CASH FUND
INCORPORATION BY REFERENCE
All information contained in Registrant's Registration
Statement on Form N-1A, as previously amended through Post-
Effective Amendment No. 16 under the Securities Act of 1933
and Post-Effective Amendment No. 15 under the Investment
Company Act of 1940 dated April 30, 1995, is incorporated
by reference without change.
<PAGE>
<TABLE>
<CAPTION>
Prime Cash Fund
Calculation of Registration Fee
<C> <C> <C> <C> <C>
Proposed Proposed Amount
Title of Maximum Maximum of
Securities Amount Offering Aggregate Registration
Being Being Price Offering Fee
Registered Registered Per Share* Price **
Capital Indefinite *** N/A N/A N/A
Stock
par value
$.01
Capital 29,054,822 $1.00 $29,054,822 $100
Stock
par value
$.01
</TABLE>
* Computed under Rule 457(d) on the basis of the offering price
per share at the close of business on December 1, 1995.
** Registrant elects to calculate the maximum aggregate offering
price pursuant to Rule 24e-2. $303,603,492 of shares was
redeemed during the fiscal year ended December 31, 1994, of
which $274,838,670 of shares was used for reduction pursuant
to paragraph (c) of Rule 24f-2 during the current year and
$28,764,822 of shares are being utilized for purpose of
reduction pursuant to paragraph (a). No adjustment to this
net redemption amount is necessary in as much as the Fund did
not issue any shares in connection with dividend reinvestment
plans. An additional $290,000 of shares are being registered
for $100.
*** Registrant has registered an indefinite number or amount of
securities under the 1933 Act pursuant to Rule 24f-2 under the
Investment Company Act of 1940. The Rule 24f-2 Notice for
Registrant's most recent fiscal year ended December 31, 1994
was filed on February 14, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it
meets all the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933, and has caused this Amendment to its Registration
Statement 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 6th day of December, 1995.
PRIME CASH FUND
(Registrant)
/s/Lacy B. Herrmann
By_________________________
Lacy B. Herrmann, President
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed below by the
following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/Lacy B. Herrmann 12/6/95
____________________ President, Chairman of __________
Lacy B. Herrmann the Board and Trustee
(Principal Executive
Officer)
/s/Theodore T. Mason 12/6/95
____________________ Trustee __________
Theodore T. Mason
/s/Herbert S. Beggs 12/6/95
____________________ Trustee __________
Herbert S. Beggs
/s/Paul Y. Clinton 12/6/95
____________________ Trustee __________
Paul Y. Clinton
/s/Walter M. Keenan 12/6/95
____________________ Trustee __________
Walter M. Keenan
/s/Cornelius T. Ryan 12/6/95
____________________ Trustee __________
Cornelius T. Ryan
/s/Rose F. Marotta 12/6/95
____________________ Chief Financial Officer __________
Rose F. Marotta (Principal Financial and
Accounting Officer)
<PAGE>
PRIME CASH FUND
EXHIBIT INDEX
Exhibit Exhibit
Number Name
23 Opinion and consent of counsel to the
Fund regarding Rule 24e-2 matters
27 Financial Data Schedule
HOLLYER BRADY SMITH TROXELL
BARRETT ROCKETT HINES & MONE LLP
551 Fifth Avenue
New York, NY 10176
Tel: (212) 818-1110
FAX: (212) 818-0494
e-mail: [email protected]
December 13, 1995
Prime Cash Fund
380 Madison Avenue, Suite 2300
New York, New York 10017
Gentlemen:
You have requested that we render an opinion to
Prime Cash Fund (the "Fund") with respect post-
effective amendment No. 17 to the Registration
Statement of the Fund under the Securities Act of 1933
to increase the number of its registered shares
pursuant to Section 24(e) of the Investment Company Act
of 1940 (the "1940 Act") and the Rules of the
Securities and Exchange Commission thereunder.
We have examined originals or copies, identified
to our satisfaction as being true copies, of those
corporate records of the Fund, certificates of public
officials, and other documents and matters as we have
deemed necessary for the purpose of this opinion. We
have assumed without independent verification the
authenticity of the documents submitted to us as
originals and the conformity to the original documents
of all documents submitted to us as copies.
Upon the basis of the foregoing and in reliance
upon such other matters as we deem relevant under the
circumstances, it is our opinion that the number of
shares of the Fund being registered by the above
amendment, when issued and paid for in accordance with
the terms set forth in the prospectus and statement of
additional information of the Fund forming a part of
its then effective Registration Statement as
heretofore, hereby and hereafter amended, will be duly
issued, fully-paid and non-assessable to the extent set
forth therein.
This letter is furnished to you pursuant to your
request and to the requirements imposed upon you by
Section 24(e) under the Act and is intended solely for
your use for the purpose of completing the filing of
the amendment with the Commission. This letter may not
be used for any other purpose or furnished to or relied
upon by any other persons, or included in any filing
made with any other regulatory authority, without our
prior written consent.
We hereby consent to the filing of this opinion
with said amendment.
Very truly yours,
HOLLYER BRADY SMITH TROXELL
BARRETT ROCKETT HINES & MONE LLP
By:/s/W.L.D. Barrett
W.L.D. Barrett, Partner
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S SEMI-ANNUAL REPORT DATED JUNE 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000707800
<NAME> PRIME CASH FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 42,626,929
<INVESTMENTS-AT-VALUE> 42,626,929
<RECEIVABLES> 61,466
<ASSETS-OTHER> 7,901
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 42,696,296
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 416,162
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 42,280,134
<SHARES-COMMON-STOCK> 42,280,134
<SHARES-COMMON-PRIOR> 38,405,503
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 42,280,134
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,805,304
<OTHER-INCOME> 0
<EXPENSES-NET> 208,340
<NET-INVESTMENT-INCOME> 2,596,964
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,596,964
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 90,118,124
<NUMBER-OF-SHARES-REDEEMED> 86,243,493
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,874,631
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 115,744
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 299,460
<AVERAGE-NET-ASSETS> 93,359,672
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .028
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .028
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
