PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO INC
N-30D, 1994-06-14
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ANNUAL REPORT
March 31, 1994

Prudential
Institutional
Liquidity
Portfolio, Inc.

(PICTURE)

Institutional Money
Market Series

(LOGO)

Directors
Eugene C. Dorsey
Donald D. Lennox
Lawrence C. McQuade
Richard A. Redeker
Stanley E. Shirk
Robin B. Smith

Officers
Lawrence C. McQuade, President
Robert F. Gunia, Vice President
Susan C. Cote', Treasurer
S. Jane Rose, Secretary
Marguerite E.H. Morrison, Assistant Secretary

Manager
Prudential Mutual Fund Management, Inc.
One Seaport Plaza
New York, New York 10292

Investment Adviser
The Prudential Investment Corporation
Prudential Plaza
Newark, New Jersey 07101

Distributor
Prudential Mutual Fund Distributors, Inc.
One Seaport Plaza
New York, New York 10292

Custodian
State Street Bank and Trust Company
One Heritage Drive
North Quincy, MA 02171

Transfer Agent
Prudential Mutual Fund Services, Inc.
P.O. Box 15005
New Brunswick, New Jersey 08906

Independent Accountants
Deloitte & Touche
1633 Broadway
New York, NY 10019

Legal Counsel
Gardner, Carton & Douglas
Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795

Shareholder inquiries
Toll free (800) 225-1852
Collect (908) 417-7555

   This report is not authorized for distribution to prospective 
investors unless preceded or accompanied by a current prospectus.

   750350109        MF137E    
               4440662

<PAGE>
                       Letter to Shareholders

                                                        May 6, 1994

Dear Shareholder:

After nine months with little change, short-term interest rates increased 
earlier this year as the Federal Reserve began the process of tightening 
monetary policy.  Through the first quarter, the Prudential Institutional 
Liquidity Portfolio -- Institutional Money Market Series sought to take 
advantage of rising rates.

<TABLE>
                      Fund Performance
                    As of March 31, 1994

<CAPTION>

                     7-Day             Weighted          Net         Total
                Current Yield       Avg. Maturity   Asset Value  Net Assets

<S>             <C>                  <C>             <C>           <C>
Institutional Money
Market Series           3.18%            62 days         $1.00      $385 mil.

IBC Donoghue's
Money Fund Avg.3        2.89%            48 days         $1.00        N/A

(All Taxable)

</TABLE>

1 Yields will fluctuate from time to time and past performance is 
  not indicative of future results.

2 An investment in the Fund is neither insured nor guaranteed by the 
  U.S. government and there can be no assurance that the Fund will be 
  able to maintain a stable net asset value of $1.00 per share.

3 This is the average 7-day current yield, NAV and WAM of 649 funds 
  in IBC Donoghue's all taxable money market fund category, as of March 
  31, 1994.

Fund Overview

The Series seeks high current income consistent with the preservation of 
principal and liquidity by investing in a diversified portfolio of 
high-quality, U.S. dollar-denominated money market instruments, including 
U.S. government obligations, commercial paper, bank obligations, 
certificates of deposit and bankers' acceptances from domestic and 
foreign issuers, with maturities ranging from one day to 13 months.  
The Series attempts to avoid low-quality credits, purchasing only securities 
rated in the highest categories, generally by at least two major rating 
agencies, or in unrated securities deemed by the Investment Adviser to be 
of equivalent quality.

<PAGE>
The past 12 months have been marked first, by flat interest rates 
throughout most of 1993, and rising rates in the first few months 
of 1994.  The historically low interest rates of 1993 may in fact, 
have been the lows for this business cycle.  They were brought about 
by slow growth, minimal inflation and the market's positive reactions 
to the federal government's deficit-cutting actions.

The Fed Tightens

The picture began to change rapidly by year-end, however, as fourth 
quarter gross domestic product reached an annualized rate of 7.0%.  
Fearing that the rapidly growing economy might re-ignite inflation, 
the Federal Reserve tightened monetary policy during the first quarter 
by raising the target Fed Funds rate twice -- to 3.5% at the end of 
March.  In this rising rate environment, money market instruments 
generally had higher returns than both stocks and bonds for the first 
three months of the year. 

The Fund Adjusts Its Weighted Average Maturity

In anticipation of rising rates, we reduced the portfolio's weighted 
average maturity to 42 days in December from the 60-day level we 
maintained for most of the fall.  This enabled us to take advantage 
of new investments offering higher interest rates that came to market.

We also purchased floating or variable rate notes, raising our weighting 
in this category to 27.2% on March 31, 1994, from 15.2% a year ago.  
Since the coupons on these securities adjust periodically to reflect 
current interest rates, they help enhance yield when rates rise.  
One issuer of variable rate securities we believe offers good value 
is the Federal Home Loan Mortgage Corp.

In March, we extended the Series' maturities about 15 days beyond the 
average money market fund, according to IBC Donoghue.  Republic Bank 
of New York was one issuer that made this move possible because it 
offered longer maturity securities with attractive yields.   
In addition, at the end of March, all of the portfolio's investments 
were either rated in the highest category (A1, A1+, MIG1 or VMIG1) by 
two major rating agencies or deemed to be of equivalent quality.  Going 
forward, we expect to shorten our average maturity, holding a more 
neutral position in anticipation of furthered tightening.

<PAGE>

The Outlook

With the core rate of inflation now at roughly 3%,  the real Fed Funds 
rate (the funds rate less the inflation rate) was 0.75% at this writing.  
We suspect that the Fed will continue to increase short-term rates, 
certainly to 4% and perhaps more by the end of the year.  As a 
result, we expect economic activity to slow from its frenetic 7% 
growth in the fourth quarter of 1993, with gross domestic product 
averaging above 3% in 1994.

As always, it is a pleasure to have you as a shareholder of the 
Prudential Institutional Liquidity Portfolio and to take the opportunity 
to report our activities to you.

Sincerely,

Lawrence C. McQuade
President


Thomas J. Piskula
Portfolio Manager
<PAGE>

PRUDENTIAL INSTITUTIONAL
LIQUIDITY PORTFOLIO, INC.             Portfolio of Investments
INSTITUTIONAL MONEY MARKET SERIES     March 31, 1994

<TABLE>
<CAPTION>
Principal                                           
  Amount                                    Value   
  (000)              Description           (Note 1) 
 

<C>        <S>                            <C>
           BANK NOTES--8.1%
           Huntington National Bank
$  8,000   3.45%, 4/28/94...............  $  8,000,391
   1,000   3.30%, 5/10/94...............       999,470
           NationsBank North Carolina
   2,180   3.65%, 6/7/94................     2,180,490
           NBD Bank, N.A.
   1,000   3.56%, 7/11/94...............       999,058
           PNC Bank, N.A.
  12,000   3.30%, 6/10/94...............    11,995,187
           Republic National Bank
   5,000   4.30%, 3/8/95................     4,985,554
           Society National Bank
             Cleveland
   2,000   3.55%, 1/20/95...............     1,997,406
                                          ------------
                                            31,157,556
                                          ------------
           CERTIFICATES OF DEPOSIT--
             FOREIGN ISSUERS--7.5%
           Banque Nationale De Paris
   2,000   3.35%, 7/7/94................     1,996,404
           Barclays Bank PLC
   9,000   3.25%, 6/13/94...............     9,000,540
           Commerzbank
   2,000   3.56%, 8/12/94...............     2,001,375
           Norinchukin Bank
   4,000   3.31%, 4/7/94................     3,999,520
           Societe Generale
   3,000   3.40%, 5/2/94................     3,000,176
   9,000   3.80%, 6/3/94................     8,999,838
                                          ------------
                                            28,997,853
                                          ------------
           COMMERCIAL PAPER--DOMESTIC
             ISSUERS--42.3%
           American Cyanamid Co.
   2,800   3.80%, 6/7/94................     2,780,198
   4,140   3.80%, 6/17/94...............     4,106,351
           Aristar, Inc.
$  1,000   3.75%, 4/27/94...............  $    997,292
   1,000   3.80%, 5/19/94...............       994,933
           Avco Financial Services, Inc.
   9,800   3.85%, 6/2/94................     9,735,021
           Bear Stearns Cos., Inc.
   1,000   3.85%, 6/20/94...............       991,444
   2,000   3.85%, 6/27/94...............     1,981,392
           Bell Atlantic Financial
             Service, Inc.
   2,000   3.65%, 4/26/94...............     1,994,931
   5,000   3.70%, 5/26/94...............     4,971,736
           Ciesco, Inc.
   5,000   3.09%, 4/4/94................     4,998,712
           Corporate Asset Funding Co.,
             Inc.
   1,675   3.35%, 4/13/94...............     1,673,130
  12,387   3.35%, 10/6/94...............    12,170,296
           Corporate Receivables Corp.
   3,000   3.79%, 6/8/94................     2,978,523
           Dean Witter, Discover & Co.
   2,000   3.74%, 5/31/94...............     1,987,533
           Falcon Asset Securitization
             Corp.
   1,225   3.70%, 5/2/94................     1,221,097
           General Electric Capital
             Corp.
  10,005   3.23%, 7/11/94...............     9,914,335
  11,000   3.43%, 9/29/94...............    10,810,302
           General Motors Acceptance
             Corp.
  21,300   3.24%, 5/9/94................    21,227,154
           GTE Corp.
   5,000   3.72%, 4/14/94...............     4,993,283
</TABLE>
 
                                   -2-     See Notes to Financial Statements.
 <PAGE>
<PAGE>

PRUDENTIAL INSTITUTIONAL
LIQUIDITY PORTFOLIO, INC.         
INSTITUTIONAL MONEY MARKET SERIES 

<TABLE>
<CAPTION>
Principal                                             
  Amount                                    Value     
  (000)              Description           (Note 1)   


<C>        <S>                            <C>
           Heller Financial, Inc.
$  3,000   3.65%, 4/25/94...............  $  2,992,700
           Household Finance Corp.
   9,000   3.22%, 4/4/94................     8,997,585
           International Business
             Machines Corp.
   7,000   3.67%, 4/11/94...............     6,992,864
           International Lease Finance
             Corp.
   1,000   3.17%, 5/11/94...............       996,478
           ITT Corp.
   1,000   3.73%, 5/9/94................       996,063
           Merrill Lynch & Co., Inc.
   1,730   3.12%, 4/6/94................     1,729,250
   2,300   3.78%, 6/7/94................     2,283,819
   2,000   3.82%, 6/21/94...............     1,982,810
           Morgan Stanley Group, Inc.
   3,000   3.75%, 5/16/94...............     2,985,937
           Norwest Corp.
   5,000   3.69%, 5/10/94...............     4,980,012
           Nynex Corp.
   4,000   3.93%, 7/5/94................     3,958,517
           PepsiCo, Inc.
   1,500   3.68%, 4/8/94................     1,498,927
           Preferred Receivables Funding
             Corp.
  10,405   3.65%, 4/25/94...............    10,379,681
   8,500   3.80%, 6/8/94................     8,438,989
           Smith Barney Shearson, Inc.
   3,000   3.64%, 4/28/94...............     2,991,810
                                          ------------
                                           162,733,105
                                          ------------
           COMMERCIAL PAPER--FOREIGN
             ISSUERS--12.7%
           Abbey National North America
             Corp.
   6,000   3.22%, 4/7/94................     5,996,780
           American Honda Finance Corp.
   1,000   3.75%, 4/4/94................       999,687
           ANZ Bank, Ltd.
$  4,300   3.33%, 4/4/94................  $  4,298,807
           BAT Capital Corp.
     900   3.70%, 4/25/94...............       897,780
           Bradford & Bingley Building
             Society
   2,400   3.22%, 4/6/94................     2,398,927
           Isetan of America, Inc.
   2,424   3.90%, 6/21/94...............     2,402,729
           Kubota Finance (USA), Inc.
   5,000   3.75%, 5/24/94...............     4,972,396
           Leeds Permanent Building
             Society
   6,000   3.20%, 4/11/94...............     5,994,667
           Maguire/Thomas Partners
   3,674   3.69%, 4/7/94................     3,671,740
           Mitsubishi International
             Corp.
     600   3.80%, 5/12/94...............       597,403
     980   3.85%, 6/10/94...............       972,664
     800   4.00%, 7/5/94................       791,556
           NS Finance, Inc.
   1,000   3.69%, 4/28/94...............       997,232
           SRD Finance, Inc.
   1,000   3.70%, 4/26/94...............       997,431
   1,000   3.75%, 5/10/94...............       995,938
           Sumitomo Corp. of America
   2,000   3.85%, 5/26/94...............     1,988,236
   5,000   4.08%, 9/16/94...............     4,904,800
           Toronto Dominion Holdings
             (U.S.A.), Inc.
   5,000   3.37%, 9/7/94................     4,925,579
                                          ------------
                                            48,804,352
                                          ------------
</TABLE>
 
                                   -3-     See Notes to Financial Statements.
 <PAGE>
<PAGE>

PRUDENTIAL INSTITUTIONAL
LIQUIDITY PORTFOLIO, INC.         
INSTITUTIONAL MONEY MARKET SERIES 

<TABLE>
<CAPTION>
Principal                                              
  Amount                                    Value      
  (000)              Description           (Note 1)    

 
<C>        <S>                            <C>
           OTHER CORPORATE
             OBLIGATIONS--2.2%
           American General Finance
             Corp.
$  2,365   9.25%, 7/1/94................  $  2,398,127
           Capital Auto Receivable Asset
             Trust
   1,550   3.30%, 4/15/94, 1993-3 A4....     1,550,099
      31   3.35%, 6/15/94, 1993-2 A1....        31,438
           Ford Motor Credit Corp.
   1,000   8.00%, 6/1/94................     1,007,193
           Norwest Financial, Inc.
   1,600   8.90%, 6/15/94...............     1,616,575
           Philip Morris Companies, Inc.
   2,050   9.60%, 5/10/94...............     2,063,250
                                          ------------
                                             8,666,682
                                          ------------
           VARIABLE RATE
             INSTRUMENTS(D)--27.3%
           Avco Financial Services, Inc.
   4,000   3.73126%, 4/27/94............     4,000,000
           Federal Home Loan Mortgage
             Corp.
   8,000   3.575%, 6/15/94..............     8,000,000
           Ford Motor Credit Corp.
   8,000   4.1719%, 6/23/94.............     8,000,000
           Goldman Sachs Group, L.P.
  23,000   3.50%, 8/2/94................    23,000,000
           Household Finance Corp.
   5,000   3.55%, 4/12/94...............     5,000,000
           Lehman Brothers Holdings,
             Inc.
$ 11,000   3.9531%, 4/29/94.............  $ 11,000,000
           Merrill Lynch & Co., Inc.
  12,000   3.20%, 4/20/94...............    12,000,000
           Money Market Auto Loan Trust,
   5,000   3.795%, 4/15/94, 1990-1......     5,000,000
           Money Market Credit Card
             Trust,
   3,000   3.72%, 4/11/94, 1989-1.......     2,999,687
           Morgan Stanley Group, Inc.
   3,000   3.28%, 4/15/94...............     3,000,000
   5,000   3.87271%, 4/20/94............     5,000,000
   2,000   3.5925%, 5/13/94.............     2,000,000
           Nynex Corp.
  16,000   3.73%, 4/5/94................    16,000,000
                                          ------------
                                           104,999,687
                                          ------------
           Total Investments--100.1%
           (amortized cost
             $385,359,235*).............   385,359,235
           Liabilities in excess of
             other
             assets--(0.1%).............      (336,307)
                                          ------------
           Net Assets--100%.............  $385,022,928
                                          ------------
                                          ------------
</TABLE>
 
- ---------------
* The cost of securities for federal income tax purposes is substantially the
  same as for financial reporting purposes.
(D) For purposes of amortized cost valuation, the maturity date of variable 
    rate instruments is considered to be the next date on which the security 
    can be redeemed at par or the next date on which the rate of interest is 
    adjusted.
                                   -4-     See Notes to Financial Statements.
 <PAGE>
<PAGE>

PRUDENTIAL INSTITUTIONAL
LIQUIDITY PORTFOLIO, INC.         
INSTITUTIONAL MONEY MARKET SERIES 

The industry classification of portfolio holdings and net liabilities shown as 
a percentage of net assets as of March 31, 1994 was as follows:

<TABLE>
<S>                                           <C>
Commercial Banks............................   25.4%
Securities Brokers & Dealers................   18.9
Personal Credit Institutions................   16.9
Asset Backed................................   13.4
Telephone Communications....................    8.3
Business Credit (Finance)...................    6.1
Commodity Trading Firms.....................    2.4
Federal Credit Agencies.....................    2.1
Chemicals & Allied Products.................    1.8
Office Machines.............................    1.8
Bank Holding Companies--Domestic............    1.3
Tobacco.....................................    0.8
Beverages...................................    0.4
Equipment Rental & Leasing..................    0.3
Finance Services............................    0.2
                                              -----
                                              100.1
Liabilities in excess of other assets.......   (0.1)
                                              -----
                                              100.0%
                                              -----
                                              -----
</TABLE>
 
                                   -5-     See Notes to Financial Statements.
<PAGE>

 PRUDENTIAL INSTITUTIONAL
 LIQUIDITY PORTFOLIO, INC.
 INSTITUTIONAL MONEY MARKET SERIES
 Statement of Assets and Liabilities

<TABLE>
<CAPTION>
Assets                                                                         
           March 31, 1994
                                                                               
           --------------
<S>                                                                            
           <C>
Investments, at amortized cost which approximates
value.................................    $385,359,235
Interest
receivable..................................................................... 
     1,176,992
Other
assets........................................................................
....          23,871
                                                                               
           --------------
  Total
assets.......................................................................... 
   386,560,098
                                                                               
           --------------
Liabilities
Dividends
payable....................................................................... 
       969,855
Accrued
expenses........................................................................ 
       311,159
Bank
overdraft.....................................................................
.....         166,468
Due to
Manager.......................................................................... 
        68,344
Due to
Distributor...................................................................... 
        21,344
                                                                               
           --------------
  Total
liabilities..................................................................... 
     1,537,170
                                                                               
           --------------
Net
Assets........................................................................
......    $385,022,928
                                                                               
           --------------
                                                                               
           --------------
Net assets were comprised of:
  Common stock, at
par..................................................................    $   
385,023
  Paid-in capital in excess of
par......................................................     384,637,905
                                                                               
           --------------
Net assets at March 31,
1994............................................................    $385,022,928
                                                                               
           --------------
                                                                               
           --------------
Net asset value, offering and redemption price per share
  ($385,022,928 (DIV) 385,022,928 shares of $.001 par value common stock issued
and
 
outstanding)..................................................................
........            $1.00
                                                                               
           --------------
                                                                               
           --------------
</TABLE>
 
See Notes to Financial Statements.
                                      -6-
 <PAGE>
<PAGE>
 PRUDENTIAL INSTITUTIONAL
 LIQUIDITY PORTFOLIO, INC.
 INSTITUTIONAL MONEY MARKET SERIES
 Statement of Operations

<TABLE>
<CAPTION>
                                        Year Ended
                                         March 31,
Net Investment Income                      1994
                                        -----------
<S>                                     <C>
Income
  Interest and discount earned........  $14,896,025
                                        -----------
Expenses
  Management fee......................      891,735
  Distribution fee....................      535,041
  Transfer agent's fees and
  expenses............................      257,000
  Custodian's fees and expenses.......      184,000
  Registration fees...................       95,000
  Directors' fees.....................       50,000
  Audit fees..........................       30,000
  Reports to shareholders.............       22,000
  Insurance expense...................       16,500
  Legal fees..........................       14,000
  Miscellaneous.......................       24,179
                                        -----------
    Total expenses....................    2,119,455
                                        -----------
Net investment income.................   12,776,570
Realized Gain on Investments
Net realized gain on investment
  transactions........................       76,316
                                        -----------
Net Increase in Net Assets
Resulting from Operations.............  $12,852,886
                                        -----------
                                        -----------
</TABLE>
 
 PRUDENTIAL INSTITUTIONAL
 LIQUIDITY PORTFOLIO, INC.
 INSTITUTIONAL MONEY MARKET SERIES
 Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                             Year Ended March 31,
Increase (Decrease)    ---------------------------------
in Net Assets               1994              1993
                       ---------------   ---------------
<S>                    <C>               <C>
Operations
  Net investment
  income.............. $    12,776,570   $    17,824,731
  Net realized gain on
    investment
    transactions......          76,316           394,996
                       ---------------   ---------------
  Net increase in net
    assets resulting
    from operations...      12,852,886        18,219,727
                       ---------------   ---------------
Dividends and
  distributions to
  shareholders........     (12,852,886)      (18,219,727)
                       ---------------   ---------------
Fund share
  transactions
  (at $1 per share)
  Proceeds from shares
    subscribed........   2,092,856,313     2,168,239,637
  Net asset value of
    shares issued to
    shareholders in
    reinvestment of
    dividends and
    distributions.....      12,113,835        17,946,742
  Cost of shares
  reacquired..........  (2,217,160,989)   (2,132,144,119)
                       ---------------   ---------------
  Net increase
    (decrease) in net
    assets from Fund
    share
    transactions......    (112,190,841)       54,042,260
                       ---------------   ---------------
Total increase
  (decrease)..........    (112,190,841)       54,042,260
Net Assets
Beginning of year.....     497,213,769       443,171,509
                       ---------------   ---------------
End of year........... $   385,022,928   $   497,213,769
                       ---------------   ---------------
                       ---------------   ---------------
</TABLE>
 
See Notes to Financial Statements.        See Notes to Financial Statements.
                                      -7-
 <PAGE>
<PAGE>
 PRUDENTIAL INSTITUTIONAL
 LIQUIDITY PORTFOLIO, INC.
 INSTITUTIONAL MONEY MARKET SERIES

 Notes to Financial Statements
   Prudential Institutional Liquidity Portfolio, Inc.--Institutional Money
Market Series (the ``Fund'') is registered under the Investment Company Act of
1940 as an open-end, diversified management investment company. The investment
objective of the Fund is high current income consistent with the preservation 
of principal and liquidity. The Fund invests primarily in money market 
instruments maturing in thirteen months or less whose ratings are within the 
two highest ratings categories by a nationally recognized statistical rating 
organization or, if not rated, are of comparable quality. The ability of the 
issuers of the securities held by the Fund to meet its obligations may be 
affected by economic developments in a specific industry or region.
                              
Note 1. Accounting            The following is a summary
Policies                      of significant accounting poli
                              cies followed by the Fund in the preparation of
its financial statements.
Securities Valuations: Portfolio securities are valued at amortized cost, which
approximates market value. The amortized cost method involves valuing a 
security at its cost on the date of purchase and thereafter assuming a constant
amortization to maturity of any discount or premium.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Interest income is recorded on the
accrual basis.
Federal Income Taxes: It is the intent of the Fund to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies
and to distribute all of its taxable net income to its shareholders. Therefore,
no federal income tax provision is required.
Dividends and Distributions: The Fund declares all of its net investment income
and net realized short-term capital gains/losses, if any, as dividends daily to
its shareholders of record at the time of such declaration. Net investment
income for dividend purposes includes interest accrued or discount earned less
amortization of premium and the estimated expenses applicable to the dividend
period. The Fund does not expect to realize long-term capital gains or losses.
                              
Note 2. Agreements            The Fund has a management
                              agreement with Prudential Mutual Fund Management,
Inc. (``PMF''). Pursuant to this agreement, PMF has responsibility for all
investment advisory services and supervises the subadviser's performance of 
such services. PMF has entered into a subadvisory agreement with The Prudential
Investment Corporation (``PIC''); PIC furnishes investment advisory services in
connection with the management of the Fund. PMF pays for the cost of the
subadviser's services, the compensation of officers of the
Fund, occupancy and certain clerical and bookkeeping costs of the Fund. The 
Fund bears all other costs and expenses.
   The management fee paid PMF is computed daily and payable monthly, at an
annual rate of .20 of 1% of the average daily net assets of the Fund.
   The Fund has a distribution agreement with Prudential Mutual Fund
Distributors, Inc. (``PMFD''), who acts as the distributor of the Fund's 
shares. To reimburse PMFD for its expenses incurred pursuant to a plan of 
distribution, the Fund pays PMFD a reimbursement which is accrued daily and 
payable monthly at an annual rate of .12 of 1% of the average daily net assets 
of the Fund. PMFD pays various broker-dealers or financial institutions, 
including Prudential Securities Incorporated (``PSI'') and Pruco Securities 
Corporation, affiliated broker-dealers, for account servicing fees and other 
expenses incurred by such broker-dealers.
   PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
                            
Note 3.  Other                Prudential Mutual Fund
Transactions                  Services, Inc. (``PMFS''), a 
with Affiliates               wholly-owned subsidiary of 
                              PMF, serves as the Fund's transfer agent. During
the year ended March 31, 1994, the Fund incurred fees of approximately $240,000
for the services of PMFS. As of March 31, 1994, approximately $20,000 of such
fees were due to PMFS. Transfer agent fees and expenses in the Statement of
Operations include certain out-of-pocket expenses paid to non-affiliates.
                                      -8-
 <PAGE>
<PAGE>
 PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.
 INSTITUTIONAL MONEY MARKET SERIES
 Financial Highlights

<TABLE>
<CAPTION>
                                                                               
Year Ended March 31,
                                                             
- ---------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:                                1994         1993 
      1992        1991        1990
<S>                                                           <C>          <C> 
       <C>         <C>         <C>
                                                              ---------   
- --------    --------    --------    --------
Net asset value, beginning of year.........................   $   1.000    $ 
1.000    $  1.000    $  1.000    $  1.000
Net investment income and net realized gains...............        .029       
.033        .054        .076        .087
Dividends and distributions to shareholders................       (.029)     
(.033)      (.054)      (.076)      (.087)
                                                              ---------   
- --------    --------    --------    --------
Net asset value, end of year...............................   $   1.000    $ 
1.000    $  1.000    $  1.000    $  1.000
                                                              ---------   
- --------    --------    --------    --------
                                                              ---------   
- --------    --------    --------    --------
TOTAL RETURN#:.............................................        2.92%      
3.40%       5.57%       8.00%       9.07%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)..............................   $ 385,023   
$497,214    $443,172    $519,802    $417,354
Average net assets (000)...................................   $ 445,867   
$543,694    $540,380    $479,849    $421,540
Ratios to average net assets:
  Expenses, including distribution fee.....................         .48%       
.44%        .42%        .46%        .38%
  Expenses, excluding distribution fee.....................         .36%       
.32%        .30%        .34%        .26%
  Net investment income....................................        2.87%      
3.28%       5.32%       7.58%       8.60%
</TABLE>
 
- ---------------
# Total return includes reinvestment of dividends and distributions.

See Notes to Financial Statements.
                                      -9-
 <PAGE>
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

The Shareholders and Board of Directors of
Prudential Institutional Liquidity Portfolio, Inc.--
Institutional Money Market Series

   We have audited the accompanying statement of assets and liabilities of
Prudential Institutional Liquidity Portfolio, Inc.-- Institutional Money Market
Series, including the portfolio of investments, as of March 31, 1994, the
related statements of operations for the year then ended and of changes in net
assets for each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
March 31, 1994 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. An 
audit also includes assessing the accounting principles used and significant 
estimates made by management as well as evaluating the overall financial 
statement presentation. We believe that our audits provide a reasonable basis 
for our opinion.

   In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential
Institutional Liquidity Portfolio, Inc.--Institutional Money Market Series as 
of March 31, 1994, the results of its operations, the changes in its net assets
and the financial highlights for the respective stated periods in conformity 
with generally accepted accounting principles.

Deloitte & Touche
New York, New York
May 5, 1994
                                      -10-
 <PAGE>
<PAGE>
                              IMPORTANT NOTICE FOR
                              CERTAIN SHAREHOLDERS

   We are required by Massachusetts and Oregon to inform you that dividends
which have been derived from interest on federal obligations are not taxable to
shareholders providing the mutual fund meets certain requirements mandated by
the respective state's taxing authorities. We hereby advise you that 1.91% of
the dividends paid by the Fund qualify for such state tax treatment.
   Shortly after the close of the calendar year ending December 31, 1994, you
will be advised as to the federal tax status of the dividends you received
during the calendar year 1994. In addition, you will also be advised at that
time as to the portion of your dividends which might be exempt for other 
states' tax purposes.

   For more detailed information regarding your state and local taxes, you
should contact your tax adviser or the state/local taxing authorities.
                                      -11-
 <PAGE>


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