May 25, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Institutional Liquidity
Portfolio, Inc. (File No. 33-17224)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Institutional
Liquidity Portfolio, Inc., pursuant to the requirements of Rule
24f-2 under the Investment Company Act of 1940.
1. Fiscal year for which notice is filed: March 31, 1994.
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained
unsold as of April 1, 1993, the beginning of the fiscal
year: None.
3. The number of shares registered during the fiscal year
ended 3/31/94 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended
3/31/94: 2,092,856,313.
5. The number of shares sold during the fiscal year ended
3/31/94 in reliance upon Rule 24f-2: 2,092,856,313.
Pursuant to the requirements of Rule 24f-2, I have enclosed the
required opinion of counsel.
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 2,092,856,313 $2,092,856,313
Shares redeemed (2,217,160,989) (2,217,160,989)
Net sales for calculation
of fee <124,304,676> $<124,304,676>
Fee at 1/29 of 1% $ -0-
Very truly yours,
S. Jane Rose
Secretary
SJR/ln
Enclosure
May 19, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential Institutional Liquidity Portfolio, Inc.
Rule 24f-2 Notice to Form N-1A
Registration Statement - File No. 33-17224
Ladies and Gentlemen:
As counsel for Prudential Institutional Liquidity Portfolio,
Inc., a Maryland corporation (the "Fund"), we have examined the
proceedings taken and being taken with respect to the Notice
filed by the Fund pursuant to Rule 24f-2 under the Investment
Company Act of 1940 (the Act"), making definite in number the
shares registered pursuant to that Rule for the fiscal year ended
March 31, 1994.
We have examined all instruments, documents and records
which, in our opinion, were necessary of examination for the
purpose of rendering this opinion. Based upon such examination,
we are of the opinion that the 2,092,856,313 shares of common
stock, $.001 par value per share, which were registered in
indefinite number pursuant to Rule 24f-2 under the Act were, when
issued by the Fund, validly authorized and issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion pursuant to
Rule 24f-2 with the Notice filed herewith.
Very truly yours,
/s/ Gardner, Carton & Douglas
PHD/HJM/dmh
