FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
1. Name and address of issuer: Prime Cash Fund, 380 Madison
Avenue, Suite 2300, New York, NY 10017
2. Name of each series or class of funds for which this notice is
filed: Not applicable
3. Investment Company Act File Number: 811-3578
Securities Act File Number: 2-79722
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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 issuers's declaration under rule 24f-
2(a)(1), if applicable: 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:
310,085,529
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Number: 29,054,822
Amount: $29,054,822
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number: 170,912,151
Sale Price: $170,912,151
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
Number: 170,912,151
Sale Price: $170,912,151
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable:
Number: 0
Sale Price: 0
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):
$170,912,151
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): 0
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): -$170,912,151
(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: 1/29
of 1.0%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
0
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a). [ ]
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.
By (Signature and Title) /s/ Richard F. West, Treasurer
---------------------------
Richard F. West, Treasurer
Date: February 21, 1996
Hollyer Brady Smith Troxell
Barrett Rockett Hines & Mone LLP
Attorneys at Law
551 Fifth Avenue
New York, NY 10176-2701
Telephone (212) 818-1110
Facsimile (212) 818-0494
February 21, 1996
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 to the
matters described in Rule 24f-2(b)(1) under the
Investment Company Act of 1940 (the "1940 Act") which
you are required to file with the Securities and
Exchange Commission (the "Commission") together with a
Rule 24f-2 Notice for the fiscal year of the Fund ended
December 31, 1995 (the "Notice").
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 shares of the
Fund, the registration of which is made definite by the
accompanying Notice, were legally issued by the Fund,
are fully paid and are non-assessable to the extent set
forth in its prospectus and/or statement of additional
information forming part of its registration statement
under the Securities Act of 1933.
We have not verified, are not passing upon and do
not assume any responsibility for the accuracy or
completeness of the statements contained in the Notice,
or for the propriety of the filing of the Notice with
the Commission.
This letter is furnished to you pursuant to your
request and to the requirements imposed upon you by
Rule 24f-2(b)(1) under the Act and is intended solely
for your use for the purpose of completing the filing
of the Notice 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 Notice.
Very truly yours,
HOLLYER BRADY SMITH TROXELL
BARRETT ROCKETT HINES & MONE LLP
By: /s/ William L.D. Barrett
