U.S. SECURITIES AND EXCHANGE COMMISION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read Instructions at and of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
COMMONWEALTH CASH RESERVE FUND, INC.
2. Name of each series or class of funds for which this notice is filed:
3. Investment Company Act File Number:
811-4933
Securities Act File Number:
33-10754
4. Last day of fiscal year for which this notice is filed:
March 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:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
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:
NONE
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
NONE
9. Number and aggregate sale price of securities sold during the fiscal
year:
$212,623,986
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
$212,623,986
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):
Not Applicable
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): $212,623,986
(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): -212,623,986
(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 (see Instruction C.6): x 1/2900
(vii) Fee due [line (I) or line (v) multiplied by
line (vi)]: -0-
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See instruction C.3.
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:
Not Applicable
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\Jeffrey A. Laine, President & Treasurer
Commonwealth Cash Reserve Fund, Inc.
Date: May 25, 1996
* Please print the name and title of the signing officer below the signature.
May 25, 1996
Commonwealth Cash Reserve Fund, Inc.
P.O. Box 1192
Richmond, Virginia 23209-1192
Dear Sirs:
We have acted as counsel to Commonwealth Cash Reserve Fund, Inc.
("Fund"), a corporation organized under the laws of the Commonwealth of
Virginia and registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 as an open-end series
management investment company. In connection with the filing of
Form 24f-2, making definite the number of shares of the Fund sold
during the Fund's fiscal year ended March 31, 1996, the Fund has
requested our opinion as to the legality of shares of common stock
issued by the Fund during such fiscal year.
In connection with giving our opinion, we have examined and relied
upon the Fund's currrent Registration Statement on Form N-1A and
and have examined and relied upon originals, or copies certified to
our satisfaction, of such corporate record, documents, certificates
and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion set forth below.
Based on the foregoing, we are of the opinion that the shares of
the Fund, registration of which the Rule 24f-2 Notice makes definite the
number, were duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion in connection with
the filing of the Rule 24f-2 Notice. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission.
Yours very truly,
McGUIRE, WOODS, BATTLE & BOOTHE,
L.L.P
By: s\Arthur E. Anderson II
