May 30, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Prudential Institutional Liquidity Portfolio, Inc.
(File No. 33-17224)
Ladies and Gentlemen:
Pursuant to subparagraph (j) of Rule 497 under the Securities Act of 1933
(the "1933 Act"), the Fund hereby certifies (i) that its Prospectus and
Statement of Additional Information that would have been filed pursuant to Rule
497(c) would not have differed from the Prospectus and Statement of Additional
Information contained in Post-Effective Amendment No. 15 and (ii) that the text
of Post-Effective Amendment No. 15 was filed electronically on May 28, 1996.
Prudential Institutional Liquidity Portfolio, Inc.
By /s/ MARGUERITE E.H. MORRISON
----------------------------
Marguerite E.H. Morrison
Assistant Secretary
