PRINCOR CASH MANAGEMENT FUND INC
24F-2NT, 1996-12-12
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                                    
                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2
                                                               
     1    Name and Address of Issuer:  
          Princor Cash  Management  Fund,  Inc. 
          The Principal Financial Group 
          Des Moines, IA 50392-0200
                                                                             
     2    Name of each  series or class of funds for which this notice is filed:
          Class A, Class B and Class R shares
                                                                             
     3    Investment  Company Act File  Number:   811-03585 
          Securities  Act File Number:             02-79791
                                                                            
     4    Last day of fiscal  year for which this  notice if filed:  

                        October 31, 1996
                                                                           
     5    Check box if this  notice is being  filed more than 180 days after the
          close of the issuer's fiscal year for purposes of reporting securities
          sold after the close of the fiscal year but before  termination of the
          issuer's 24f-2 declaration:
                                                                 
                N/A                                                      
                                                                         
     6    Date of termination of issuer's declaration under rule 24f-2(a)(1), if
          applicable (See instruction A.6):
                                                                  
                N/A                                                           
                                                                              
     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:
                                                               
                None                                                         
                                                                             
     8    Number  and amount of  securities  registered  during the fiscal  year
          other than pursuant to 24f-2:
                None
                                                                    
     9    Number and aggregate  sale price of securities  sold during the fiscal
          year:
             3,130,284,168     Common Stock     $3,130,284,168
                                                                        
     10   Number and aggregate  sale price of securities  sold during the fiscal
          year in reliance upon registration pursuant to rule 24f-2:
                                                            
             3,130,284,168     Common Stock     $3,130,284,168           
                                                                          
     11   Number and aggregate sale price of securities issued during the fiscal
          year in connection  with dividend  reinvestment  plans,  if applicable
          (see Instruction B.7):
              Included in response to Item 9.

     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):             $3,130,284,168
                                                                    
          (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):                        3,057,235,102
                                                                      
          (iv) Aggregate  price of shares redeemed or repurchased and previously
               applied as a reduction to filling 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):      73,049,066
                                                                            
          (vi) Multiplier  prescribed by Section 6(b) of the  Securities  Act of
               1933 or other applicable law or regulation:              1 / 3300
                                                                               
          (vii) Fee Due:                                              $22,136.08
                                                                        
13 Check box if fees are being remitted to the Commission's lockbox as described
in section 3a of the Commission's Rules of Informal and Other Procedures (17 CFR
202.3a) 

                  X
                                                                   
     Date of mailing or wire transfer of filing fees to the Commission's lockbox
     depository:

                  12/12/96
                                                                       
                                                                       
                                    Signature
                                                                       
     This report has been signed below by the following persons on behalf of the
     issuer and in the capacities and on the dates indicated:
                                                                        
                                                                        
                                                                        
Princor Cash Management Fund, Inc.                                          
                                                                        
                                                                        
                                                                        
By      A.S. Filean
        ---------------------------                                 
        A.S. Filean, Vice President                                         
        and Secretary                                                       
                                                                        
Attest:                                                                 
                                                                        
By      E.H. Gillum
        ---------------------------                                    
        E.H. Gillum                                                         
        Assistant Secretary                                                 

<PAGE>
   December 11, 1996







   Securities and Exchange Commission
   450 Fifth Street, NW
   Washington, D.C.  20549


   Re  Princor Cash Management Fund, Inc.


   In my capacity as Counsel of Princor Cash Management Fund, Inc. ("the Fund"),
   I have supervised the preparation of the Rule 24f-2 Notice for the Fund under
   the  Investment  Company Act of 1940 and have  reviewed  the  legality of the
   securities which are to be registered  thereunder.  Based upon examination of
   such corporate records and matters of fact and law as deemed necessary,  I am
   of the opinion  that such  securities  were  legally  issued,  fully paid and
   non-assessable.

   I consent  to the  filing of this  opinion  as an  exhibit  to the Rule 24f-2
   Notice for the Fund und the Investment Company Act of 1940.

   Sincerely



   Michael D. Roughton
   Michael D. Roughton
   Counsel

   MDR/sl


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