WARBURG PINCUS CASH RESERVE FUND, 497J, 1995-07-03

WARBURG PINCUS CASH RESERVE FUND
497J, 1995-07-03

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                      COUNSELLORS CASH RESERVE FUND, INC.


     I, the undersigned duly elected officer of Counsellors Cash Reserve Fund,
Inc., do  hereby certify  that (i)  the form  of prospectus  and Statement  of
Additional Information  that would have  been filed under  Rule 497(c) of  the
Securities  Act  of  1933,  as  amended, would  not  have  differed  from that
contained in the most recent registration statement amendment,  filed June 28,
1995, and (ii) the text of such amendment was filed electronically.


     IN WITNESS  WHEREOF, I have  signed this Certificate  on this 3rd  day of
July, 1995.


                    COUNSELLORS CASH RESERVE FUND, INC.



                    By: /s/ Eugene L. Podsiadlo
                       Eugene L. Podsiadlo
                       Senior Vice President